Both Leading Independent Proxy Advisory Firms Have Concluded the Proposed Merger Does Not Represent the Best Path Forward for DHC Shareholders
Glass Lewis Concludes that Flat Footed’s Rebuke of the Proposed Merger is “Comprehensive, Well Supported and Persuasive”
Report From Glass Lewis Acknowledges the “Lack of Compelling Structural Fit,” the “Brief, Narrow and Dubiously Independent” Process, and the “Markedly Unfavorable Terms for DHC Shareholders”
Visit www.SaveDHC.com to Obtain Information on How to Vote AGAINST the Deal on the GOLD Proxy Card at 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 commented on Glass, Lewis & Co. (“Glass Lewis”) and Institutional Shareholder Services Inc.’s (“ISS”) recommendations 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:
“We appreciate that Glass Lewis has joined ISS in recommending that DHC’s shareholders vote AGAINST the proposed merger with OPI. Over the past several months, we have run a facts-based and objective campaign to lay out the deal’s flaws and show the array of viable alternatives that exist. It is encouraging to see that both leading proxy advisory firms and several credible investors have come to similar conclusions. In light of what is now broad public opposition, we urge the Board of Trustees to abandon the transaction in favor of one of the non-dilutive alternatives that we have identified. FFL hopes to work with DHC and its leadership to get past this unfortunate detour and pursue long-term value creation on a standalone basis. We believe DHC has a very bright future as the senior housing market’s fundamentals continually improve.”
In its report, Glass Lewis noted the following:1
Last week, ISS recommended DHC shareholders vote AGAINST the deal in a report that noted:2
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.
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 Glass Lewis was neither sought nor obtained. Emphases added.
2 Permission to quote ISS was neither sought nor obtained. Emphases added.
View source version on businesswire.com: https://www.businesswire.com/news/home/20230814338471/en/
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