Diversified Healthcare Trust (Nasdaq: DHC) and Office Properties
Income Trust (Nasdaq: OPI) today announced that they will convene
and immediately adjourn their respective Special Meeting of
Shareholders scheduled for today on the pending business
combination transaction between OPI and DHC (the “Special
Meetings”) in order to continue ongoing discussions with
representatives of OPI and DHC and their respective
shareholders.
The Special Meetings will be adjourned until Wednesday,
September 6, at 10:00 am Eastern Time for OPI and 11:00 a.m.
Eastern Time for DHC. The polls remain open for voting at the
Special Meetings. The record date for DHC and OPI shareholders
entitled to vote at the Special Meetings remains June 16, 2023 (the
“Record Date”).
- DHC shareholders (as of the Record Date): The DHC
Special Meeting will still be held in a virtual format. No in
person meeting will be held. You may participate in the DHC Special
Meeting via internet webcast by visiting the following website and
following the registration and participation instructions contained
therein: http://www.virtualshareholdermeeting.com/DHC2023SM. Please
follow the registration instructions set forth in the proxy
statement filed by DHC with the Securities and Exchange Commission
(the “SEC”) on July 21, 2023.
- OPI shareholders (as of the Record Date): The OPI
Special Meeting will still be held in a virtual format. No in
person meeting will be held. You may participate in the OPI Special
Meeting via internet webcast by visiting the following website and
following the registration and participation instructions contained
therein: http://www.virtualshareholdermeeting.com/OPI2023SM. Please
follow the registration instructions set forth in the joint proxy
statement/prospectus filed by OPI with the SEC on July 21,
2023.
As previously announced on April 11, 2023, DHC and OPI entered
into a definitive merger agreement pursuant to which OPI will
acquire all of the outstanding common shares of DHC in an all-share
transaction. The transaction was unanimously recommended by special
committees of the respective Board of Trustees of OPI and DHC, each
comprised of independent, disinterested trustees, and unanimously
approved by the respective Board of Trustees. OPI will be the
surviving entity in the merger and intends to change its name to
“Diversified Properties Trust” upon closing of the transaction and
is expected to trade on The Nasdaq Stock Market LLC.
The DHC and OPI Boards of Trustees unanimously recommend that
shareholders vote “FOR” all transaction-related proposals.
Any DHC shareholder with questions about the DHC Special Meeting
or in need of assistance in voting the proxy should contact:
D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, New York 10005
Brokers and Banks Call Collect: (212)
380-6982
All Others Call Toll-Free: (800) 714-3310
Any OPI shareholder with questions about the OPI Special Meeting
or in need of assistance in voting the proxy should contact:
MacKenzie Partners Inc.
1407 Broadway, 27th Floor
New York, New York 10018
Toll-Free: (800) 322-2885
Email: proxy@mackenziepartners.com
Advisors
BofA Securities is acting as exclusive financial advisor to the
DHC special committee and Sullivan & Cromwell LLP is acting as
legal advisor to the DHC special committee in this transaction.
J.P. Morgan Securities LLC is acting as exclusive financial advisor
and Wachtell, Lipton, Rosen & Katz is acting as legal advisor
to the special committee of OPI’s Board of Trustees in this
transaction. JPMorgan Chase Bank, NA arranged OPI’s bridge
loan.
About Diversified Healthcare Trust
DHC is a real estate investment trust focused on owning
high-quality healthcare properties located throughout the United
States. DHC seeks diversification across the health services
spectrum by care delivery and practice type, by scientific research
disciplines and by property type and location. As of June 30, 2023,
DHC’s approximately $7.1 billion portfolio included 376 properties
in 36 states and Washington, D.C., occupied by approximately 500
tenants, and totaling approximately 9 million square feet of life
science and medical office properties and more than 27,000 senior
living units. DHC is managed by The RMR Group (Nasdaq: RMR), a
leading U.S. alternative asset management company with
approximately $36 billion in assets under management as of June 30,
2023 and more than 35 years of institutional experience in buying,
selling, financing and operating commercial real estate. To learn
more about DHC, visit www.dhcreit.com.
About Office Properties Income Trust
OPI is a national REIT focused on owning and leasing high
quality office and mixed-use properties in select growth-oriented
U.S. markets. As of June 30, 2023, approximately 63% of OPI's
revenues were from investment grade rated tenants. OPI owned and
leased 155 properties as of June 30, 2023, with approximately 20.8
million square feet located in 30 states and Washington, D.C. In
2023, OPI was named as an Energy Star® Partner of the Year for the
sixth consecutive year. OPI is managed by The RMR Group (Nasdaq:
RMR), a leading U.S. alternative asset management company with
approximately $36 billion in assets under management as of June 30,
2023, and more than 35 years of institutional experience in buying,
selling, financing and operating commercial real estate. OPI is
headquartered in Newton, MA. For more information, visit
opireit.com.
Warning Concerning Forward-Looking
Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995
and other securities laws. Also, whenever DHC and OPI use words
such as “believe”, “expect”, “anticipate”, “intend”, “plan”,
“estimate”, “will”, “may” and negatives or derivatives of these or
similar expressions, they are making forward-looking statements.
These forward-looking statements are based upon DHC’s and OPI’s
present intent, beliefs or expectations, but forward-looking
statements are not guaranteed to occur and may not occur. Actual
results may differ materially from those contained in or implied by
DHC’s and OPI’s forward-looking statements as a result of various
factors. For example: (a) the closing of the proposed merger is
subject to the satisfaction or waiver of closing conditions, some
of which are beyond DHC’s and OPI’s control, and DHC and OPI cannot
be sure that any or all of these conditions will be satisfied or
waived. Accordingly, the merger may not close on the contemplated
terms or at all or it may be delayed, and (b) the transactions
contemplated by the merger agreement and the terms thereof were
evaluated, negotiated and recommended to the Board of Trustees of
DHC and OPI by a special committee of the respective Board of
Trustees of DHC and OPI, comprised solely of disinterested,
Independent Trustees of DHC and OPI, respectively, and were
separately approved by the respective Independent Trustees and
Board of Trustees of DHC and OPI. Despite this process, DHC and OPI
could be subject to claims challenging the proposed merger or other
transactions or DHC’s and OPI’s entry into the merger and related
agreements because of the multiple relationships among DHC, OPI and
The RMR Group LLC (“RMR”) and their related persons and entities or
other reasons, and defending even meritless claims could be
expensive and distracting to DHC and OPI management.
The information contained in DHC's and OPI’s periodic reports
filed with the Securities and Exchange Commission (“SEC”),
including under “Risk Factors” and “Management’s Discussion and
Analysis of Financial Condition and Results of Operations,” or
incorporated therein, also identifies important factors that could
cause DHC's actual results to differ materially from those stated
in or implied by DHC's and OPI’s forward-looking statements. DHC's
and OPI’s filings with the SEC are available on the SEC's website
at www.sec.gov.
You should not place undue reliance upon any forward-looking
statements. Except as required by law, DHC and OPI do not intend to
update or change any forward-looking statements as a result of new
information, future events or otherwise.
Important Additional Information About the
Transaction
This press release may be deemed to be solicitation material in
respect of the proposed merger between DHC and OPI. In connection
with the proposed merger, OPI filed a registration statement on
Form S-4 with the SEC containing a joint proxy statement/prospectus
of DHC and OPI. On July 21, 2023, the registration statement was
declared effective by the SEC and DHC and OPI each filed with the
SEC and commenced mailing to their respective shareholders the
definitive joint proxy statement/prospectus. The proposed
transaction involving DHC and OPI will be submitted to DHC’s and
OPI’s shareholders for their consideration at special meetings of
shareholders. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION,
INVESTORS ARE URGED TO CAREFULLY READ THE REGISTRATION STATEMENT,
THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER DOCUMENTS THAT
ARE FILED OR WILL BE FILED WITH THE SEC IN CONNECTION WITH THE
MERGER OR INCORPORATED BY REFERENCE IN THE REGISTRATION STATEMENT
AND JOINT PROXY STATEMENT/PROSPECTUS BECAUSE THEY CONTAIN OR WILL
CONTAIN IMPORTANT INFORMATION ABOUT DHC, OPI AND THE MERGER.
Investors are also able to obtain copies of the registration
statement and the joint proxy statement/prospectus and other
relevant documents (when they become available) free of charge at
the SEC’s website (www.sec.gov). Additional copies of documents
filed by DHC with the SEC may be obtained for free on DHC’s
Investor Relations website at www.dhcreit.com/investors or by
contacting the DHC Investor Relations department at 1-617-796-8234.
Additional copies of documents filed with the SEC by OPI may be
obtained for free on OPI’s Investor Relations website at
www.opireit.com/investors or by contacting the OPI Investor
Relations department at 1-617-219-1410. In addition to the
registration statement and the joint proxy statement/prospectus,
DHC and OPI file annual, quarterly and current reports and other
information with the SEC. DHC’s and OPI’s filings with the SEC are
also available to the public from commercial document-retrieval
services and at the website maintained by the SEC at
www.sec.gov.
No Offer or Solicitation
This press release is for informational purposes only and is not
intended to and does not constitute an offer to sell, or the
solicitation of an offer to subscribe for or buy, any securities or
a solicitation of any vote or approval in any jurisdiction with
respect to the merger or otherwise, nor shall there be any sale,
issuance or transfer of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful, prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
U.S. Securities Act of 1933, as amended.
Participants in the Solicitation
DHC and certain of its trustees and executive officers, OPI and
certain of its trustees and executive officers, and RMR, the
manager of DHC and OPI, and its parent and certain of their
respective directors, officers and employees may be deemed to be
participants in the solicitation of proxies from DHC’s and OPI’s
shareholders in connection with the merger. Certain information
regarding these trustees, executive officers, directors, officers
and employees and a description of their direct and indirect
interests are set forth in the registration statement and the joint
proxy statement/prospectus filed with the SEC by DHC and/or OPI.
Information about DHC’s trustees and executive officers is also
included in the proxy statement for DHC’s 2023 annual meeting of
shareholders, which was filed with the SEC on April 20, 2023.
Information about OPI’s trustees and executive officers is included
in the proxy statement for OPI’s 2023 annual meeting of
shareholders, which was filed with the SEC on April 6, 2023. Copies
of the foregoing documents may be obtained as provided above.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230829745629/en/
DHC Investor Contacts: Melissa McCarthy, Manager,
Investor Relations (617) 796-8234
Tom Germinario D.F. King & Co., Inc. (212) 493-6922
OPI Investor Contacts: Kevin Barry, Director, Investor
Relations (617) 219-1410
Glen Linde MacKenzie Partners, Inc. (212) 378-7073
Media Contact: Andrew Siegel / Michael Reilly Joele Frank
212-355-4449
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