Leading Independent Proxy Advisory Firm Concludes Merger Consideration Represents “Take-Under” and that the Lack of Strategic Rationale and Competitive Process Makes Clear this Deal is Not the Best Alternative for DHC Shareholders
ISS Highlights Range of Alternatives Available to DHC to Address Near-Term Debt, Which Were Not Pursued Given the “Conflicts of Interest Inherent in a Transaction with an RMR-Related Company”
Recommends Fellow Shareholders Protect Their Investment by Voting AGAINST the Deal on the GOLD Proxy Card at the Upcoming 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 Institutional Shareholder Services Inc. (“ISS”), a leading independent proxy advisory firm, has recommended that DHC shareholders vote AGAINST the proposed merger with Office Properties Income Trust (Nasdaq: OPI) (“OPI”) at the Company’s Special Meeting of Shareholders (the “Special Meeting”) on August 30, 2023.
In its report, ISS validates FFL’s view that the “take-under” deal does not represent the best available alternative:1
ISS details the inherent conflicts of interest, flawed rationale, lack of process, and shifting narrative surrounding the proposed merger between DHC and OPI:
Marc Andersen, Managing Member of FFL, stated:
“We appreciate that ISS shares our view that DHC’s flawed, value-destructive merger with OPI is not the best option and that shareholders should vote AGAINST the merger at the upcoming Special Meeting. In its report, ISS acknowledges that the significant conflicts of interest and lack of real process led to the RMR-managed companies cutting this remarkable ‘take-under’ deal. Given the alternatives that FFL, top shareholders, and ISS have outlined – including divesting non-core assets and moderating capital expenditures – we continue to recommend that shareholders vote against the deal to ensure management explores superior, alternative paths.”
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Visit www.SaveDHC.comto Download FFL’s Investor Presentation and 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 ISS was neither sought nor obtained. Emphases added.
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For Investors: Flat Footed LLCir@flatfootedllc.com Okapi Partners LLCMark Harnett (212) 297-0720 mharnett@okapipartners.com For Media: Longacre Square PartnersGreg Marose / Charlotte Kiaie, 646-386-0091 FFL@longacresquare.com
Source: Flat Footed LLC