ISS Recommends That Select Income REIT Shareholders Vote “FOR” the Proposed Merger with Government Properties Income Trust
10 Dicembre 2018 - 2:00PM
Business Wire
Leading Proxy Advisory Firm Recognizes the
Sound Strategic Rationale and Believes the Merger Will Create a
More Sustainable Company
Select Income REIT (Nasdaq:SIR) today announced that proxy
advisory firm Institutional Shareholder Services Inc. (“ISS”)
recommends that SIR shareholders vote “FOR” the merger with
Government Properties Income Trust (Nasdaq:GOV) at the Special
Meeting of SIR shareholders to be held on December 20, 2018. In a
separate report, ISS also recommended that GOV shareholders vote
“FOR” the issuance of GOV common shares in the merger.
In recommending that SIR shareholders vote “FOR” the merger, ISS
stated in its December 7, 2018 report1:
- “…the transaction has sound strategic
rationale as it would allow SIR to create shareholder value by
simplifying its corporate structure and unlocking ILPT's growth
potential.”
- “…the combination of SIR and GOV will
create a more sustainable company with manageable laddered lease
expirations through asset and tenant diversification, additional
capital available via asset sales to recycle and refresh its
portfolio (and to reduce leverage), and a sustainable dividend
payout policy going forward.”
1Permission to use quotations from the ISS report was neither
sought nor obtained.
YOUR VOTE IS IMPORTANT – PLEASE VOTE
TODAY
The SIR board of trustees recommends that SIR shareholders vote
“FOR” the proposal to approve the GOV/SIR merger, which approval is
necessary to consummate the Merger, and “FOR” the proposal to
approve the adjournment of the SIR special meeting to solicit
additional votes in favor of the merger if there are insufficient
votes at the time of the special meeting.
If you have questions about voting, please contact Morrow
Sodali, our proxy solicitor at (800) 662-5200, or at
rmr.info@morrowsodali.com.
Select Income REIT is a real estate investment trust, or REIT,
which owns properties that are primarily net leased to single
tenants. SIR 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 SIR USES WORDS SUCH AS “BELIEVE”, “EXPECT”, “ANTICIPATE”,
“INTEND”, “PLAN”, “ESTIMATE”, “WILL”, “MAY” AND NEGATIVES OR
DERIVATIVES OF THESE OR SIMILAR EXPRESSIONS, SIR IS MAKING FORWARD
LOOKING STATEMENTS. THESE FORWARD LOOKING STATEMENTS ARE BASED UPON
SIR’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
SIR’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.
- PURSUANT TO THE MERGER AGREEMENT, SIR
HAS AGREED TO DISTRIBUTE ALL 45,000,000 COMMON SHARES OF ILPT THAT
SIR OWNS TO SIR’S SHAREHOLDERS, SUBJECT TO THE SATISFACTION OR
WAIVER OF CERTAIN CONDITIONS, INCLUDING, AMONG OTHER THINGS,
OBTAINING THE REQUISITE SHAREHOLDER APPROVALS WITH RESPECT TO THE
MERGER. SIR CANNOT BE SURE WHEN OR IF THOSE CONDITIONS WILL BE
SATISFIED OR WAIVED OR THAT SUCH DISTRIBUTION WILL OCCUR.
- 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, SIR 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/20181210005207/en/
Olivia Snyder, Manager, Investor Relations(617)
796-8320www.sirreit.com
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