NEWTON, Mass.–(BUSINESS WIRE)–
Diversified Healthcare Trust (Nasdaq: DHC) and Office Properties Income Trust (Nasdaq: OPI) right now introduced that they’ll convene and instantly adjourn their respective Particular Assembly of Shareholders scheduled for right now on the pending enterprise mixture transaction between OPI and DHC (the “Particular Conferences”) so as to proceed ongoing discussions with representatives of OPI and DHC and their respective shareholders.
The Particular Conferences will probably be adjourned till Wednesday, September 6, at 10:00 am Jap Time for OPI and 11:00 a.m. Jap Time for DHC. The polls stay open for voting on the Particular Conferences. The report date for DHC and OPI shareholders entitled to vote on the Particular Conferences stays June 16, 2023 (the “Document Date”).
(as of the Document Date)
: The DHC Particular Assembly will nonetheless be held in a digital format. No in individual assembly will probably be held. You could take part within the DHC Particular Assembly by way of web webcast by visiting the next web site and following the registration and participation directions contained therein: http://www.virtualshareholdermeeting.com/DHC2023SM. Please comply with the registration directions set forth within the proxy assertion filed by DHC with the Securities and Trade Fee (the “SEC”) on July 21, 2023.
(as of the Document Date)
: The OPI Particular Assembly will nonetheless be held in a digital format. No in individual assembly will probably be held. You could take part within the OPI Particular Assembly by way of web webcast by visiting the next web site and following the registration and participation directions contained therein: http://www.virtualshareholdermeeting.com/OPI2023SM. Please comply with the registration directions set forth within the joint proxy assertion/prospectus filed by OPI with the SEC on July 21, 2023.
As beforehand introduced on April 11, 2023, DHC and OPI entered right into a definitive merger settlement pursuant to which OPI will purchase all the excellent frequent shares of DHC in an all-share transaction. The transaction was unanimously beneficial by particular committees of the respective Board of Trustees of OPI and DHC, every comprised of unbiased, disinterested trustees, and unanimously authorised by the respective Board of Trustees. OPI would be the surviving entity within the merger and intends to alter its title to “Diversified Properties Belief” upon closing of the transaction and is predicted to commerce on The Nasdaq Inventory Market LLC.
The DHC and OPI Boards of Trustees unanimously suggest that shareholders vote “FOR” all transaction-related proposals.
Any DHC shareholder with questions concerning the DHC Particular Assembly or in want of help in voting the proxy ought to contact:
D.F. King & Co., Inc.
48 Wall Road, twenty second Ground
New York, New York 10005
Brokers and Banks Name Gather: (212) 380-6982
All Others Name Toll-Free: (800) 714-3310
Any OPI shareholder with questions concerning the OPI Particular Assembly or in want of help in voting the proxy ought to contact:
MacKenzie Companions Inc.
1407 Broadway, twenty seventh Ground
New York, New York 10018
Toll-Free: (800) 322-2885
E mail: firstname.lastname@example.org
BofA Securities is appearing as unique monetary advisor to the DHC particular committee and Sullivan & Cromwell LLP is appearing as authorized advisor to the DHC particular committee on this transaction. J.P. Morgan Securities LLC is appearing as unique monetary advisor and Wachtell, Lipton, Rosen & Katz is appearing as authorized advisor to the particular committee of OPI’s Board of Trustees on this transaction. JPMorgan Chase Financial institution, NA organized OPI’s bridge mortgage.
About Diversified Healthcare Belief
DHC is an actual property funding belief centered on proudly owning high-quality healthcare properties positioned all through america. DHC seeks diversification throughout the well being companies spectrum by care supply and follow kind, by scientific analysis disciplines and by property kind and site. As of June 30, 2023, DHC’s roughly $7.1 billion portfolio included 376 properties in 36 states and Washington, D.C., occupied by roughly 500 tenants, and totaling roughly 9 million sq. ft of life science and medical workplace properties and greater than 27,000 senior dwelling models. DHC is managed by The RMR Group (Nasdaq: RMR), a number one U.S. different asset administration firm with roughly $36 billion in belongings underneath administration as of June 30, 2023 and greater than 35 years of institutional expertise in shopping for, promoting, financing and working business actual property. To be taught extra about DHC, go to www.dhcreit.com.
About Workplace Properties Revenue Belief
OPI is a nationwide REIT centered on proudly owning and leasing prime quality workplace and mixed-use properties in choose growth-oriented U.S. markets. As of June 30, 2023, roughly 63% of OPI’s revenues had been from funding grade rated tenants. OPI owned and leased 155 properties as of June 30, 2023, with roughly 20.8 million sq. ft positioned in 30 states and Washington, D.C. In 2023, OPI was named as an Vitality Star® Companion of the 12 months for the sixth consecutive 12 months. OPI is managed by The RMR Group (Nasdaq: RMR), a number one U.S. different asset administration firm with roughly $36 billion in belongings underneath administration as of June 30, 2023, and greater than 35 years of institutional expertise in shopping for, promoting, financing and working business actual property. OPI is headquartered in Newton, MA. For extra info, go to opireit.com.
Warning Regarding Ahead-Wanting Statements
This press launch comprises forward-looking statements throughout the which means of the Non-public Securities Litigation Reform Act of 1995 and different securities legal guidelines. Additionally, at any time when DHC and OPI use phrases comparable to “consider”, “count on”, “anticipate”, “intend”, “plan”, “estimate”, “will”, “might” and negatives or derivatives of those or related expressions, they’re making forward-looking statements. These forward-looking statements are primarily based upon DHC’s and OPI’s current intent, beliefs or expectations, however forward-looking statements should not assured to happen and will not happen. Precise outcomes might differ materially from these contained in or implied by DHC’s and OPI’s forward-looking statements on account of numerous components. For instance: (a) the closing of the proposed merger is topic to the satisfaction or waiver of closing situations, a few of that are past DHC’s and OPI’s management, and DHC and OPI can not make sure that all or any of those situations will probably be happy or waived. Accordingly, the merger might not shut on the contemplated phrases or in any respect or it could be delayed, and (b) the transactions contemplated by the merger settlement and the phrases thereof had been evaluated, negotiated and beneficial to the Board of Trustees of DHC and OPI by a particular committee of the respective Board of Trustees of DHC and OPI, comprised solely of disinterested, Unbiased Trustees of DHC and OPI, respectively, and had been individually authorised by the respective Unbiased Trustees and Board of Trustees of DHC and OPI. Regardless of this course of, DHC and OPI could possibly be topic to claims difficult the proposed merger or different transactions or DHC’s and OPI’s entry into the merger and associated agreements due to the a number of relationships amongst DHC, OPI and The RMR Group LLC (“RMR”) and their associated individuals and entities or different causes, and defending even meritless claims could possibly be costly and distracting to DHC and OPI administration.
The data contained in DHC’s and OPI’s periodic studies filed with the Securities and Trade Fee (“SEC”), together with underneath “Threat Elements” and “Administration’s Dialogue and Evaluation of Monetary Situation and Outcomes of Operations,” or integrated therein, additionally identifies essential components that would trigger DHC’s precise outcomes to vary materially from these said in or implied by DHC’s and OPI’s forward-looking statements. DHC’s and OPI’s filings with the SEC can be found on the SEC’s web site at www.sec.gov.
You shouldn’t place undue reliance upon any forward-looking statements. Besides as required by regulation, DHC and OPI don’t intend to replace or change any forward-looking statements on account of new info, future occasions or in any other case.
Vital Extra Data Concerning the Transaction
This press launch could also be deemed to be solicitation materials in respect of the proposed merger between DHC and OPI. In reference to the proposed merger, OPI filed a registration assertion on Type S-4 with the SEC containing a joint proxy assertion/prospectus of DHC and OPI. On July 21, 2023, the registration assertion was declared efficient by the SEC and DHC and OPI every filed with the SEC and commenced mailing to their respective shareholders the definitive joint proxy assertion/prospectus. The proposed transaction involving DHC and OPI will probably be submitted to DHC’s and OPI’s shareholders for his or her consideration at particular conferences 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. Buyers are additionally capable of receive copies of the registration assertion and the joint proxy assertion/prospectus and different related paperwork (once they turn into accessible) freed from cost on the SEC’s web site (www.sec.gov). Extra copies of paperwork filed by DHC with the SEC could also be obtained without spending a dime on DHC’s Investor Relations web site at www.dhcreit.com/investors or by contacting the DHC Investor Relations division at 1-617-796-8234. Extra copies of paperwork filed with the SEC by OPI could also be obtained without spending a dime on OPI’s Investor Relations web site at www.opireit.com/investors or by contacting the OPI Investor Relations division at 1-617-219-1410. Along with the registration assertion and the joint proxy assertion/prospectus, DHC and OPI file annual, quarterly and present studies and different info with the SEC. DHC’s and OPI’s filings with the SEC are additionally accessible to the general public from business document-retrieval companies and on the web site maintained by the SEC at www.sec.gov.
No Provide or Solicitation
This press launch is for informational functions solely and isn’t supposed to and doesn’t represent a suggestion to promote, or the solicitation of a suggestion to subscribe for or purchase, any securities or a solicitation of any vote or approval in any jurisdiction with respect to the merger or in any other case, nor shall there be any sale, issuance or switch of securities in any jurisdiction during which such supply, solicitation or sale can be illegal, previous to registration or qualification underneath the securities legal guidelines of any such jurisdiction. No providing of securities shall be made besides by way of a prospectus assembly the necessities of Part 10 of the U.S. Securities Act of 1933, as amended.
Contributors within the Solicitation
DHC and sure of its trustees and government officers, OPI and sure of its trustees and government officers, and RMR, the supervisor of DHC and OPI, and its guardian and sure of their respective administrators, officers and workers could also be deemed to be members within the solicitation of proxies from DHC’s and OPI’s shareholders in reference to the merger. Sure info concerning these trustees, government officers, administrators, officers and workers and an outline of their direct and oblique pursuits are set forth within the registration assertion and the joint proxy assertion/prospectus filed with the SEC by DHC and/or OPI. Details about DHC’s trustees and government officers can also be included within the proxy assertion for DHC’s 2023 annual assembly of shareholders, which was filed with the SEC on April 20, 2023. Details about OPI’s trustees and government officers is included within the proxy assertion for OPI’s 2023 annual assembly of shareholders, which was filed with the SEC on April 6, 2023. Copies of the foregoing paperwork could also be obtained as offered above.
DHC Investor Contacts:
Melissa McCarthy, Supervisor, Investor Relations
D.F. King & Co., Inc.
OPI Investor Contacts:
Kevin Barry, Director, Investor Relations
MacKenzie Companions, Inc.
Andrew Siegel / Michael Reilly
Supply: Diversified Healthcare Belief