ClearBridge MLP Funds Announce Proposed Mergers and Updates for Tender Offers

ClearBridge MLP and Midstream Fund Inc. (NYSE: CEM), ClearBridge Energy Midstream Opportunity Fund Inc. (NYSE: EMO), ClearBridge MLP and Midstream Total Return Fund Inc. (NYSE: CTR) (individually, a “Fund” and collectively, the “Funds”) announced today approval by each Fund’s Board of Directors of a proposal to merge (i) CEM with and into EMO and (ii) CTR with and into EMO, subject to approval by stockholders of each Fund.

The approval of each individual merger is not contingent upon the approval of the other merger. If approved, the mergers are expected to occur during the third quarter of 2024. If the proposed mergers are approved by the stockholders of each Fund, (i) common stockholders of CEM and CTR would receive shares (“Shares”) of common stock of EMO, based on each Fund’s respective net asset value (“NAV”) per share and (ii) holders of CEM’s and CTR’s mandatory redeemable preferred stock (“MRPS”) would receive shares of MRPS of EMO with the same aggregate liquidation preference and terms to their respective MRPS. In lieu of issuing fractional shares of common stock, EMO will pay cash to each former common stockholder of CEM and CTR in an amount equal to the value of the fractional shares of EMO common stock that the investor would otherwise have received in the merger.

Management and each Fund’s Board of Directors believe it is in the best interest of stockholders to merge CEM and CTR with and into EMO in part because the combined Fund is expected to have lower operating expenses, enhanced earning potential and greater trading volume. Management and each Fund’s investment adviser do not anticipate any material portfolio turnover as a result of the proposed merger. The merger is expected to qualify as a tax-free reorganization for federal income tax purposes.

Each Fund’s Board of Directors also determined that it is advisable and in the best interest of each Fund to repeal such Fund’s election to be subject to the Maryland Control Share Acquisition Act under Maryland General Corporation Law (the “Control Share Act”). Each Fund’s Board of Directors approved an amendment to the current Third Amended and Restated Bylaws of each Fund to remove such Fund’s election to be subject to the Control Share Act, effective as of January 25, 2024.