Flat Footed LLC Issues Statement Regarding Growing Shareholder Opposition to Diversified Healthcare Trust’s Proposed Merger with Office Properties Income Trust

Rhea-AI Summary

Flat Footed LLC (FFL), a top shareholder of Diversified Healthcare Trust (DHC), owning approximately 9.8% of the company's outstanding common shares, expresses opposition to the proposed merger with Office Properties Income Trust (OPI). FFL believes the merger is value-destructive and that there are superior alternatives to address the company's challenges. FFL urges DHC to pursue alternative paths and offers to meet with the company to discuss targeted asset sales and other credible alternatives. FFL urges shareholders to vote against all of the company's proposals on the GOLD Proxy Card.

Offers to Meet with Leadership to Discuss Superior Alternatives to the Value-Destructive Deal

Believes DHC and OPI’s Recent Fear-Mongering and Delay Tactics are Desperate Attempts to Salvage the Deal Following Recent Public Shareholder Opposition

Visit www.SaveDHC.com and Learn How to Vote AGAINST the Deal on the GOLD Proxy Card

WILSON, Wyo.--(BUSINESS WIRE)-- Flat Footed LLC (together with its affiliates, “FFL” or “we”) is a top shareholder of Diversified Healthcare Trust (Nasdaq: DHC) (“DHC” or the “Company”), owning approximately 9.8% of the Company’s outstanding common shares. Today, FFL issued the following statement in response to growing shareholder opposition to the Company’s proposed merger with Office Properties Income Trust (Nasdaq: OPI) (“OPI”).

“In recent weeks, it has been encouraging to learn that fellow equity holders share our concerns regarding the value-destructive DHC-OPI merger. Significant shareholders, including D.E. Shaw and H/2 Capital Partners, have announced their opposition to the deal because it does not serve shareholders’ best interests and have suggested alternative solutions to the Company’s near-term challenges. Rather than pursue these superior alternatives, DHC has cancelled meetings, removed the Special Meeting date in the latest proxy amendment, and resorted to fear-mongering tactics regarding the Company’s financial condition in hopes it will help earn support for the deal. The reality is that FFL, and clearly a large portion of the shareholder base, want DHC to pursue alternative paths to this transaction and have indicated a willingness to help the Company realize shareholder value. As a long-term, significant investor, FFL is interested in meeting with DHC to help it assess targeted asset sales, as well as other credible alternatives to the merger. It is time for the Company to stop dragging its feet and terminate this deal today.”

***

FFL Urges DHC Shareholders to Vote AGAINST ALL of the Company’s Proposals on the GOLD Proxy Card.

Voting AGAINST DHC’s Proposed Merger with OPI and the Company’s Adjournment Proposal Can Protect the Value of Your Investment.

Visit www.SaveDHC.com to Sign Up for Important Updates and Obtain Information on How to Vote the GOLD Proxy Card.

***

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.

View source version on businesswire.com: https://www.businesswire.com/news/home/20230719933700/en/

For Investors:

Flat Footed LLC

ir@flatfootedllc.com

Okapi Partners LLC

Mark Harnett

(212) 297-0720

mharnett@okapipartners.com

For Media:

Longacre Square Partners

Greg Marose / Charlotte Kiaie, 646-386-0091

FFL@longacresquare.com

Source: Flat Footed LLC

FAQ

Who is opposing the proposed merger between Diversified Healthcare Trust and Office Properties Income Trust?

Flat Footed LLC (FFL), along with other significant shareholders including D.E. Shaw and H/2 Capital Partners, has expressed opposition to the merger.

What are the concerns raised by FFL regarding the merger?

FFL believes that the merger is value-destructive and does not serve shareholders' best interests. They argue that there are superior alternatives to address the company's challenges.

What actions has DHC taken in response to shareholder opposition?

DHC has cancelled meetings, removed the Special Meeting date in the latest proxy amendment, and resorted to fear-mongering tactics regarding the company's financial condition in hopes of gaining support for the deal.

What does FFL propose as an alternative to the merger?

FFL suggests that DHC pursue targeted asset sales and explore other credible alternatives. They are willing to meet with the company to discuss these options.

What is FFL urging DHC shareholders to do?

FFL is urging DHC shareholders to vote against all of the company's proposals on the GOLD Proxy Card.