ClearBridge American Energy MLP Fund Inc. and ClearBridge Energy MLP Opportunity Fund Inc. Announce Results of Joint Special Meeting of Stockholders: Proposal to Merge is Approved
November 8, 2018
NEW YORK--(BUSINESS WIRE)-- ClearBridge American Energy MLP Fund Inc. (NYSE: CBA) and ClearBridge Energy MLP Opportunity Fund Inc. (NYSE: EMO) announced today the results of the votes cast at the Joint Special Meeting of Stockholders held on November 7, 2018.
Stockholders of both CBA and EMO voted to approve the merger of CBA with and into EMO in accordance with the Maryland General Corporation Law. The merger is expected to be effective prior to the opening of business on November 19, 2018.
Upon completion of the merger, each share of common stock of CBA will convert into an equivalent dollar amount (to the nearest $0.001) of full shares of common stock of EMO, based on the net asset value of each Fund on the business day preceding the merger. EMO will not issue fractional shares to CBA stockholders. In lieu of issuing fractional shares, EMO will pay cash to each former holder of CBA common stock in an amount equal to the net asset value of the fractional shares of EMO common stock that the investor would otherwise have received in the merger.
In addition, upon completion of the merger, EMO will issue and deliver to CBA for distribution to holders of CBA mandatory redeemable preferred stock (“MRPS”) the same number of newly issued shares of Series D, E, F and G MRPS as that number of shares of CBA’s Series A, B, C and D MRPS issued and outstanding immediately before the date of the merger, with a liquidation preference and other terms identical to the terms of CBA’s Series A, B, C and D MRPS. The newly issued EMO MRPS will have equal priority with any other outstanding EMO MRPS as to the payment of dividends and as to the distribution of assets upon dissolution, liquidation or winding up of the affairs of EMO. Any accrued and unpaid dividends in the CBA MRPS as of the date of the merger will be assumed by EMO and be payable on the same dividend payment schedule.
Each Fund is a non-diversified closed-end management investment company managed by Legg Mason Partners Fund Advisor, LLC, a wholly owned subsidiary of Legg Mason, Inc., and sub-advised by ClearBridge Investments, LLC which is also a subsidiary of Legg Mason, Inc.
For more information, please call Investor Relations: at 1-888-777-0102, or consult either Fund’s web site at www.lmcef.com. Hard copies of each Fund’s complete audited financial statements are available free of charge upon request.
THIS PRESS RELEASE IS NOT AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER TO SELL SHARES OF THE FUNDS. 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. ALL STATEMENTS OTHER THAN STATEMENTS OF HISTORICAL FACT ARE FORWARD-LOOKING AND CAN BE IDENTIFIED BY THE USE OF WORDS SUCH AS “MAY,” “WILL,” “EXPECT,” “ANTICIPATE,” “ESTIMATE,” “BELIEVE,” “CONTINUE” OR OTHER SIMILAR WORDS. 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 ARE CONTAINED IN EACH FUND’S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION.
Data and commentary provided in this press release are for informational purposes only. Legg Mason, Inc. and its affiliates do not engage in selling shares of either Fund.