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.

In connection with the proposal to merge CEM and CTR with and into EMO, the Funds intend to file a combined proxy statement and prospectus with the Securities and Exchange Commission (“SEC”). Investors and stockholders are advised to read the proxy statement and prospectus when it becomes available because it will contain important information. When filed with the SEC, the proxy statement and prospectus and other documents filed by the Funds will be available free of charge at the SEC’s website, http://www.sec.gov. Stockholders can also obtain copies of these documents, when available, for free by calling the Funds at 1-888-777-0102.

CEM, CTR and EMO, their directors and executive officers and investment adviser, members of their management and employees may be deemed to be participants in the solicitation of proxies from the Funds’ stockholders in connection with the proposed merger. Information concerning the interests of the participants in the solicitation will be set forth in the proxy statement and prospectus to be filed with the SEC and is or will be set forth in the stockholder reports of the Funds on Form N-CSR on file and/or to be filed with the SEC.

As previously announced, prior to the completion of the mergers, CEM, EMO and CTR will conduct tender offers that are expected to commence on or about May 21, 2024 for up to 50% of such Fund’s outstanding Shares at a price per share equal to 100% of the Fund’s net asset value as of the business day immediately following the expiration date of the tender offer. CEM, EMO and CTR will repurchase Shares tendered and accepted in the tender offer in exchange for cash. Each Fund’s tender offer period is expected to close on or about June 18, 2024. In the event a tender offer is oversubscribed, Shares will be repurchased on a pro rata basis. The specific terms of each Fund’s tender offer will be described in a Schedule TO filed with the SEC on a later date. The tender offers are not contingent upon the successful completion of the mergers.

CEM, EMO and CTR have not commenced the tender offers described in this release. This announcement is not a recommendation, an offer to purchase or a solicitation of an offer to sell shares of a Fund and the above statements are not intended to constitute an offer to participate in any tender offer. Information about the tender offers, including their commencement, will be provided by future public announcements. Shareholders will be notified in accordance with the requirements of the Securities Exchange Act of 1934, as amended, and the Investment Company Act of 1940, as amended, either by publication or mailing or both. The tender offers will be made only by an offer to purchase, a related letter of transmittal, and other documents to be filed with the SEC. Shareholders of CEM, EMO and/or CTR should read the offer to purchase and tender offer statement and related exhibits when those documents are filed and become available, as they will contain important information about the tender offer. These and other filed documents will be available to investors for free both at the website of the SEC and from CEM, EMO or CTR. There can be no assurance that any Share repurchase will reduce or eliminate the discount of market price per Share to net asset value per Share for CEM, EMO or CTR.

About the Funds

Each Fund is a non-diversified, closed-end management investment company that is managed by Franklin Templeton Fund Adviser, LLC (formerly known as Legg Mason Partners Fund Advisor, LLC) (“FTFA”), and subadvised by ClearBridge Investments, LLC (“ClearBridge”). FTFA and ClearBridge are both indirect wholly-owned subsidiaries of Franklin Resources, Inc., a global investment management organization operating as Franklin Templeton.

This press release may contain statements regarding plans and expectations for the future that constitute forward-looking statements within the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based on each Fund’s current plans and expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Additional information concerning such risks and uncertainties is contained in each Fund’s filings with the SEC.

For more information about the Funds, please call Fund Investor Services: 1-888-777-0102, or consult each Fund’s web site at www.franklintempleton.com/investments/options/closed-end-funds. The information contained on each Fund’s web site is not part of this press release. Hard copies of each Fund’s complete audited financial statements are available free of charge upon request.

About Franklin Templeton

Franklin Resources, Inc. is a global investment management organization with subsidiaries operating as Franklin Templeton and serving clients in over 150 countries. Franklin Templeton’s mission is to help clients achieve better outcomes through investment management expertise, wealth management and technology solutions. Through its specialist investment managers, the company offers specialization on a global scale, bringing extensive capabilities in fixed income, equity, alternatives and multi-asset solutions. With more than 1,300 investment professionals, and offices in major financial markets around the world, the California-based company has over 75 years of investment experience and approximately $1.5 trillion in assets under management as of December 31, 2023. For more information, please visit franklintempleton.com and follow us on LinkedIn, Twitter and Facebook.

Category: Fund Announcement

Source: Legg Mason Closed End Funds

Source: Franklin Resources, Inc.

Investors: Fund Investor Services: 1-888-777-0102

Media: Lisa Tibbitts +1 (904) 942-4451 Lisa.Tibbitts@franklintempleton.com

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