ISS Recommends that Government Properties Income Trust Shareholders Vote “FOR” the Proposed Merger with Select Income REIT

12/10/18

NEWTON, Mass.--(BUSINESS WIRE)--Government Properties Income Trust (Nasdaq:GOV) today announced that proxy advisory firm Institutional Shareholder Services Inc. 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.

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.

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