Office Properties Income Trust and Diversified Healthcare Trust announced that they will merge to create a diversified REIT with a "broad portfolio, defensive tenant base, and strong growth potential," the companies said in the dual announcements. Special committees of the boards of trustees of both REITs, comprising independent and disinterested trustees, unanimously recommended the action. The two boards unanimously approved the merger.
Office Properties will be the surviving entity and take the name Diversified Properties Trust on the close of the transaction, trading on Nasdaq. The combination will bring needed diversity to Office Properties in a difficult office sector market.
"Pursuant to the merger agreement, DHC shareholders will receive 0.147 shares of OPI for each common share of DHC based on a fixed exchange ratio resulting in OPI shareholders owning approximately 58% of the combined company, and DHC shareholders owning approximately 42% of the combined company," the announcements said. This results in an implied value of $1.70 per Diversified Properties share, which is a 20% premium to the average closing price of its common shares for the 30 trading days that ended April 10, 2023.
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