ISS Recommends that Government Properties Income Trust Shareholders Vote “FOR” the Proposed Merger with Select Income REIT
10 Dezembro 2018 - 11:00AM
Business Wire
Leading Proxy Advisory Firm Recognizes the
Strategic Rationale of the Merger and Downside Risk if the Merger
is Not Completed
Government Properties Income Trust (Nasdaq:GOV) today announced
that proxy advisory firm Institutional Shareholder Services Inc.
(“ISS”) recommends that GOV shareholders vote “FOR” the issuance of
GOV common shares in connection with the merger with Select Income
REIT (Nasdaq: SIR) at the Special Meeting of GOV Shareholders to be
held on December 20, 2018. In a separate report, ISS also
recommended that SIR shareholders vote “FOR” the merger.
In recommending that GOV shareholders vote “FOR” the merger and
merger related proposals, ISS stated in its December 7, 2018
report1:
- “…the strategic rationale appears sound
as the proposed combination with SIR provides an avenue for GOV to
establish a combined company with manageable laddered lease
expirations through asset and tenant diversification, additional
capital via asset sales to recycle and refresh its portfolio (and
to reduce leverage), and improved cash available for distribution
to implement a sustainable dividend payout policy going forward. In
light of the aforementioned factors, a vote FOR this proposed
merger is warranted”.
- “…there appears to be substantial
downside risk to GOV on a standalone basis going forward given that
shareholders would face an even steeper dividend cut in case the
company remains independent”.
1Permission to use quotations from the ISS report was neither
sought nor obtained.
YOUR VOTE IS IMPORTANT – PLEASE VOTE
TODAY
The GOV board of trustees recommends that GOV shareholders vote
“FOR” the proposal to approve the issuance of GOV common shares in
the merger, which approval is necessary to consummate the Merger,
and “FOR” the proposal to approve the adjournment of the GOV
special meeting to solicit additional votes in favor of the
issuance if there are insufficient votes at the time of the special
meeting.
If you have questions about voting, please contact Morrow
Sodali, GOV’s and SIR’s proxy solicitor at (800) 662-5200, or at
rmr.info@morrowsodali.com.
Government Properties Income Trust is a real estate investment
trust, or REIT, which primarily owns properties located throughout
the United States that are majority leased to government tenants
and office properties in the metropolitan Washington, D.C. market
area that are leased to government and private sector tenants. GOV
is managed by the operating subsidiary of The RMR Group Inc.
(Nasdaq:RMR), an alternative asset management company that is
headquartered in Newton, MA.
WARNING CONCERNING FORWARD LOOKING
STATEMENTS
THIS DOCUMENT CONTAINS STATEMENTS THAT CONSTITUTE FORWARD
LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995 AND OTHER SECURITIES LAWS. ALSO,
WHENEVER GOV USES WORDS SUCH AS “BELIEVE”, “EXPECT”, “ANTICIPATE”,
“INTEND”, “PLAN”, “ESTIMATE”, “WILL”, “MAY” AND NEGATIVES OR
DERIVATIVES OF THESE OR SIMILAR EXPRESSIONS, GOV, IS MAKING FORWARD
LOOKING STATEMENTS. THESE FORWARD LOOKING STATEMENTS ARE BASED UPON
GOV’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
GOV’S FORWARD LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS.
FOR EXAMPLE:
- THE CLOSING OF THE MERGER IS SUBJECT TO
THE SATISFACTION OR WAIVER OF CONDITIONS, INCLUDING THE RECEIPT OF
REQUISITE APPROVALS BY GOV’S AND SIR’S SHAREHOLDERS. GOV AND SIR
CANNOT BE SURE THAT ANY OR ALL OF SUCH CONDITIONS WILL BE SATISFIED
OR WAIVED. ACCORDINGLY, THE MERGER MAY NOT CLOSE WHEN EXPECTED OR
AT ALL, OR THE TERMS OF THE MERGER AND THE OTHER TRANSACTIONS MAY
CHANGE.
- GOV HAS STATED THAT IF THE ISSUANCE OF
SHARES IN THE MERGER IS NOT APPROVED BY GOV’S SHAREHOLDERS, GOV’S
ANNUAL DIVIDEND RATE MAY BECOME SIGNIFICANTLY LOWER. ANY FUTURE
DIVIDENDS THAT GOV MAY PAY WOULD BE DETERMINED BY GOV’S BOARD OF
TRUSTEES IN ITS SOLE DISCRETION AND WOULD DEPEND ON VARIOUS
FACTORS. THERE CAN BE NO ASSURANCE AS TO THE AMOUNT OR LEVEL OF ANY
DISTRIBUTIONS GOV MAY PAY.
- GOV AND SIR HAVE IDENTIFIED VARIOUS
REASONS WHY THEY BELIEVE THE MERGER MAKES SENSE FOR THEIR
SHAREHOLDERS. HOWEVER, THE EXPECTED BENEFITS UNDERLYING THOSE
REASONS MAY NOT BE REALIZED OR SUSTAINED BY THE COMBINED COMPANY
AND ITS SHAREHOLDERS.
THE INFORMATION CONTAINED IN GOV’S AND SIR’S FILINGS WITH THE
SECURITIES AND EXCHANGE COMMISSION, OR SEC, INCLUDING UNDER “RISK
FACTORS” IN GOV’S REGISTRATION STATEMENT ON FORM S-4, OR THE FORM
S-4, AND THE JOINT PROXY STATEMENT/PROSPECTUS OF GOV AND SIR
CONTAINED THEREIN, AND IN GOV’S AND SIR’S PERIODIC REPORTS, OR
INCORPORATED THEREIN, IDENTIFIES OTHER IMPORTANT FACTORS THAT COULD
CAUSE GOV’S AND SIR’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM
THOSE STATED IN OR IMPLIED BY GOV’S AND SIR’S FORWARD LOOKING
STATEMENTS. GOV’S AND SIR’S FILINGS WITH THE SEC ARE AVAILABLE ON
THE SEC’S WEBSITE AT WWW.SEC.GOV.
YOU SHOULD NOT PLACE UNDUE RELIANCE UPON FORWARD LOOKING
STATEMENTS.
EXCEPT AS REQUIRED BY LAW, GOV DOES NOT INTEND TO UPDATE OR
CHANGE ANY FORWARD LOOKING STATEMENTS AS A RESULT OF NEW
INFORMATION, FUTURE EVENTS OR OTHERWISE.
ADDITIONAL INFORMATION ABOUT THE MERGER AND
THE OTHER TRANSACTIONS AND WHERE TO FIND IT
In connection with the merger and the other transactions
contemplated by the merger agreement, GOV has filed the Form S-4,
containing a joint proxy statement/prospectus and other documents
with respect to the merger and the other transactions contemplated
by the merger agreement, with the SEC.
INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS
(INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND ANY OTHER
DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE
MERGER OR INCORPORATED BY REFERENCE IN THE JOINT PROXY
STATEMENT/PROSPECTUS BECAUSE THEY CONTAIN AND WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE MERGER AND THE OTHER
TRANSACTIONS.
A definitive joint proxy statement/prospectus has been mailed to
GOV’s and SIR’s shareholders. Investors may obtain free copies of
documents filed with the SEC at the SEC’s website at www.sec.gov.
In addition, investors may obtain free copies of GOV’s filings with
the SEC from GOV’s website at www.govreit.com and free copies of
SIR’s filings with the SEC from SIR’s website at
www.sirreit.com.
PARTICIPANTS IN THE SOLICITATION RELATING TO
THE MERGER AND OTHER TRANSACTIONS
GOV, its trustees and certain of its executive officers, SIR,
its trustees and certain of its executive officers, and The RMR
Group LLC, The RMR Group Inc. and certain of their directors,
officers and employees may be deemed participants in the
solicitation of proxies from GOV’s shareholders in respect of the
approval of the issuance of GOV common shares of beneficial
interest in the merger and from SIR’s shareholders in respect of
the approval of the merger and the other transactions contemplated
by the merger agreement to which SIR is a party. Information
regarding the persons who may, under the rules of the SEC, be
considered participants in the solicitation of GOV’s and SIR’s
shareholders in connection with the merger and the other
transactions contemplated by the merger agreement is set forth in
the definitive joint proxy statement/prospectus for the merger
filed with the SEC. You can find information about GOV’s trustees
and executive officers in its definitive proxy statement for its
2018 Annual Meeting of Shareholders. You can find information about
SIR’s trustees and executive officers in its definitive proxy
statement for its 2018 Annual Meeting of Shareholders. These
documents are available free of charge on the SEC’s website and
from GOV or SIR, as applicable, using the sources indicated
above.
A Maryland Real Estate Investment Trust with
transferable shares of beneficial interest listed on the Nasdaq.No
shareholder, Trustee or officer is personally liable for any act or
obligation of the Trust.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20181210005201/en/
Brad Shepherd, Senior Director, Investor Relations(617)
219-1410www.govreit.com
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