All Three Leading Independent Proxy Advisory Firms Recommend Shareholders of Diversified Healthcare Trust Vote AGAINST the Proposed Merger with Office Properties Income Trust - Seite 2

• “As of Aug. 2, 2023, the value of the merger consideration represents a take-under at a meaningful 53.7 percent discount to DHC’s closing price.”

• “[…] the company could potentially pay off all of its outstanding unsecured debt, with a sizeable amount of assets remaining at a value well above the company's current trading price and the merger consideration […] shareholders may question why they should support a merger at such a depressed valuation to the company's stated asset value.”

• “[…] the lack of a competitive sales process or evidence that the company exhausted all refinancing opportunities, coupled with the inherent conflicts of interest with OPI and RMR, make it difficult for shareholders to believe that the proposed merger is in fact the best option.”

Glass Lewis also recommended shareholders vote AGAINST the deal in its report that noted:³

• “[…] concerns with the current transaction, including a limited and questionably structured process, a dubious structural rationale and what appear to be markedly unfavorable terms for DHC shareholders.”

• “We believe investors should readily question the board’s apparent disinclination to firmly eliminate prospective conflicts of interest, real or perceived, in connection with a related party transaction involving another entity managed by RMR […]”

• “[…] the underlying industrial logic appears deeply flawed, with few obvious synergies between DHC’s senior housing portfolio and OPI’s existing office property exposure. The lack of a compelling structural fit is demonstrated […]”

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Visit www.SaveDHC.com to 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.

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1} Permission to quote Egan-Jones was neither sought nor obtained. Emphases added. 
² Permission to quote ISS was neither sought nor obtained. Emphases added. 
³ Permission to quote Glass Lewis was neither sought nor obtained. Emphases added.

View source version on businesswire.com: https://www.businesswire.com/news/home/20230821555933/en/

The Diversified Healthcare Trust Registered of Benef Interest Stock at the time of publication of the news with a fall of -2,29 % to 2,648USD on Lang & Schwarz stock exchange (21. August 2023, 22:48 Uhr).