All Three Leading Independent Proxy Advisory Firms Recommend Shareholders of Diversified Healthcare Trust Vote AGAINST the Proposed Merger with Office Properties Income Trust

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 all three independent proxy advisory firms – Institutional Shareholder Services Inc. (“ISS”), Glass, Lewis & Co. (“Glass Lewis”), and Egan-Jones Ratings Company (“Egan-Jones”) – have now recommended 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:

“The unanimous recommendations from all three proxy advisory firms to vote AGAINST the DHC-OPI deal confirm that there are many viable alternatives for the Company and its shareholders. As a significant investor in DHC, we want to support the Board of Trustees in exploring superior paths that would benefit all stakeholders, including moderating capital expenditures, targeted asset sales, and pursuing non-dilutive financing options. That is why we continue to believe voting down this deal is the best first step, as it will allow DHC to focus on the full potential of its valuable senior housing operating portfolio to create long-term value for shareholders.”

In its recently issued report, Egan-Jones highlighted its rationale for recommending shareholders vote AGAINST the proposed merger:¹

• “We believe that the proposed transaction with OPI is not the best available strategic alternative to maximize shareholder value and address its debt.”

• “The inadequacy of the merger consideration clearly depicts the lack of alignment of the Board and management’s interests with those of the shareholders.”

• “The absence of a strategic process, lack of synergies and dubious rationale that favor RMR instead of DHC shareholders […] delineate that the proposed transaction is self-serving to the personal motives of RMR and Mr. Portnoy.”

• “Given DHC’s SHOP assets, we believe that the Company is poised for a sizable rebound in the next two years. We also believe that the potential of DHC’s SHOP assets was completely overlooked in determining the true value of its stock price.”

In its recommendation AGAINST the deal, ISS noted the flawed rationale, lack of process, and remarkable “take-under” consideration:²