ISS, Glass Lewis, and Egan-Jones Have Concluded the Proposed Merger Does Not Represent the Best Path Forward for DHC Shareholders
Egan-Jones Agrees There are Superior Alternatives for Maximizing Shareholder Value and Addressing the Company’s Near-Term Debt
Visit www.SaveDHC.com to Obtain Information on How to Vote AGAINST the Deal on the GOLD Proxy Card Ahead of the August 30th Special Meeting
WILSON, Wyo.--(BUSINESS WIRE)-- Flat Footed LLC (together with its affiliates, “FFL” or “we”), a top shareholder of Diversified Healthcare Trust (Nasdaq: DHC) (“DHC” or the “Company”) and the owner of approximately 9.8% of the Company’s outstanding common shares, today announced that all three independent proxy advisory firms – Institutional Shareholder Services Inc. (“ISS”), Glass, Lewis & Co. (“Glass Lewis”), and Egan-Jones Ratings Company (“Egan-Jones”) – have now recommended that DHC shareholders vote AGAINST the proposed merger with Office Properties Income Trust (Nasdaq: OPI) (“OPI”) at the Company’s upcoming Special Meeting of Shareholders (the “Special Meeting”) on August 30, 2023.
Marc Andersen, Managing Member of FFL, commented:
“The unanimous recommendations from all three proxy advisory firms to vote AGAINST the DHC-OPI deal confirm that there are many viable alternatives for the Company and its shareholders. As a significant investor in DHC, we want to support the Board of Trustees in exploring superior paths that would benefit all stakeholders, including moderating capital expenditures, targeted asset sales, and pursuing non-dilutive financing options. That is why we continue to believe voting down this deal is the best first step, as it will allow DHC to focus on the full potential of its valuable senior housing operating portfolio to create long-term value for shareholders.”
In its recently issued report, Egan-Jones highlighted its rationale for recommending shareholders vote AGAINST the proposed merger:1
In its recommendation AGAINST the deal, ISS noted the flawed rationale, lack of process, and remarkable “take-under” consideration:2
Glass Lewis alsorecommended shareholders vote AGAINST the deal in its report that noted:3
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Visit www.SaveDHC.comto Download FFL’s Investor Presentationand to Obtain Information on How to Vote the GOLD Proxy Card AGAINST ALL of DHC’s Proposals at the Upcoming Special Meeting.
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About Flat Footed
Flat Footed LLC is a special situation, value-oriented investment management firm focused on leveraged, asset-heavy companies with complex capital structures. The Flat Footed LLC team has cumulatively managed $2.8 billion since founding their first fund together in 1999. For more information, visit www.flatfootedllc.com.
_____________________ 1 Permission to quote Egan-Jones was neither sought nor obtained. Emphases added. 2 Permission to quote ISS was neither sought nor obtained. Emphases added. 3 Permission to quote Glass Lewis was neither sought nor obtained. Emphases added.
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Flat Footed LLCir@flatfootedllc.com
Okapi Partners LLCMark Harnett (212) 297-0720 mharnett@okapipartners.com
or
Longacre Square PartnersGreg Marose / Charlotte Kiaie, 646-386-0091 FFL@longacresquare.com
Source: Flat Footed LLC