SOURCE: Cornerstone Strategic Value Fund, Inc.

February 27, 2015 19:09 ET

Cornerstone Strategic Value Fund, Inc. and Cornerstone Progressive Return Fund Announce Proposed Merger

NEW YORK, NY--(Marketwired - Feb 27, 2015) - Cornerstone Strategic Value Fund, Inc. (NYSE MKT: CLM) and Cornerstone Progressive Return Fund (NYSE MKT: CFP), (individually the "Fund" or, collectively, the "Funds"), each a closed-end management investment company, today announced that the Board of Directors/Trustees of each Fund (the "Board") has approved a merger proposal to be considered by stockholders/shareholders (individually "shareholder" or, collectively "shareholders") of each Fund at a Special Meeting of Shareholders expected to be held in the second quarter. The proposed fund merger is as follows:

       
Acquired Fund Symbol Acquiring Fund Symbol
Cornerstone Progressive Return Fund CFP Cornerstone Strategic Value Fund, Inc. CLM
       

BASIC TERMS OF THE MERGER SUBJECT TO SHAREHOLDER APPROVAL:

1. The Funds would be merged based on the relative net asset value of each Fund on the date the merger is consummated on an equivalent dollar basis for full shares and fractional shares. It is currently anticipated that the merger would be effective by the end of the second quarter. Specific details will be provided at a future date.
2. The investment objective of CLM, as the surviving Fund, is to seek long-term capital appreciation through investment primarily in equity securities of U.S. and non-U.S. companies. This objective will remain unchanged.
3. It is the intention of the Board of CLM to continue the managed distribution policy, so that all shareholders of the merged Fund would continue to receive regular monthly distributions.
4. It is anticipated that the merged Fund's annual expense ratio based on net asset value will be reduced.
5. The merger will be considered a tax-free "reorganization." No gain or loss will be recognized by either of the Funds as a result of the merger. The tax basis of each individual CFP shareholder will flow through to the surviving Fund, CLM, without adverse effect. No gain or loss will be recognized by individual shareholders except in regard to the distribution of cash-in-lieu of fractional shares for shareholders of CFP.

On February 27, 2015, CLM filed a preliminary combined proxy statement/prospectus on Form N-14 with the U.S. Securities and Exchange Commission ("SEC") which describes in detail the terms of the proposed merger. Shareholders of each Fund are encouraged to review the Form N-14 on the SEC website at www.sec.gov.

Cornerstone Strategic Value Fund, Inc. and Cornerstone Progressive Return Fund are traded on the NYSE MKT LLC under the trading symbols "CLM" and "CFP", respectively. Each Fund's investment adviser is Cornerstone Advisors, Inc., which also serves as the investment adviser to another closed-end fund, Cornerstone Total Return Fund, Inc. (NYSE MKT: CRF). For more information regarding each Fund please visit www.cornerstonestrategicvaluefund.com, www.cornerstoneprogressivereturnfund.com and www.cornerstonetotalreturnfund.com.

Past performance is no guarantee of future performance. An investment in a Fund is subject to certain risks, including market risk. In general, shares of closed-end funds often trade at a discount from their net asset value and at the time of sale may be trading on the exchange at a price that is more or less than the original purchase price or the net asset value. An investor should carefully consider a Fund's investment objective, risks, charges and expenses. Please read a Fund's disclosure documents before investing.

In addition to historical information, this report contains forward-looking statements, which may concern, among other things, domestic and foreign markets, industry and economic trends and developments and government regulation and their potential impact on the Fund's investment portfolio. These statements are subject to risks and uncertainties, including the factors set forth in the Fund's disclosure documents, filed with the SEC, and actual trends, developments and regulations, in the future and their impact on the Fund could be materially different from those projected, anticipated or implied. The Fund has no obligation to update or revise forward-looking statements.