GOVERNMENT PROPERTIES INCOME TRUST (NASDAQ:GOV) Files An 8-K Other EventsItem 8.01. Other Events.
On November16, 2018, we and Select Income REIT, a Maryland real estate investment trust, or SIR, each filed with the Securities and Exchange Commission, or the SEC, a definitive joint proxy statement/prospectus, or, as amended and supplemented from time to time, the Joint Proxy Statement/Prospectus, with respect to (i)the special meeting of our shareholders to be held on December20, 2018 at 1:00 p.m., at which our shareholders will be asked to, among other things, vote on a proposal to approve the issuance of our common shares of beneficial interest in the previously announced merger, or the Merger, of SIR with and into GOV MS REIT, a Maryland real estate investment trust and our wholly owned subsidiary, or Merger Sub, with Merger Sub as the surviving entity in the Merger, to the Agreement and Plan of Merger, dated as of September14, 2018, as it may be amended from time to time, by and among the Company, Merger Sub and SIR, or the Merger Agreement, and (ii)the special meeting of SIR’s shareholders to be held on December20, 2018 at 3:00 p.m., at which SIR’s shareholders will be asked to, among other things, vote on a proposal to approve the Merger and the other transactions contemplated by the Merger Agreement to which SIR is a party.
As previously disclosed in the Joint Proxy Statement/Prospectus, four lawsuits, collectively, the Lawsuits, have been filed against SIR and each of the members of the board of trustees of SIR, and in one instance also against the Company. Two of the lawsuits, Chen v. Select Income REIT, et al., Civ. No.1:18-cv-10418-GBD, or the Chen Action, and Schwartz v. Select Income REIT, et al., Civ. No.1:18-cv-10790, or the Schwartz Action, were filed in the United States District Court for the Southern District of New York, on November9, 2018 and November19, 2018, respectively. The third lawsuit, Sinkula v. Select Income REIT, et al., Case No.1:18-cv-12389-DJC, or the Sinkula Action, was filed on November15, 2018 in the United States District Court for the District of Massachusetts. The Chen Action, Schwartz Action and Sinkula Action claim that the Joint Proxy Statement/Prospectus fails to disclose certain material information related to the Merger. The fourth lawsuit, Scarantino v. Fraiche et al., or the Scarantino Action, was filed in the Circuit Court for Baltimore City on November16, 2018. The Scarantino Action primarily alleges that the members of the SIR board of trustees breached their fiduciary duties to SIR’s shareholders by, among other things, purportedly failing to disclose certain material information relating to the Merger in the Joint Proxy Statement/Prospectus.
We and SIR continue to believe that all allegations in the Lawsuits are without merit. However, we and SIR wish to make certain supplemental disclosures related to the Merger and the other transactions contemplated by the Merger Agreement solely for the purpose of mooting the allegations contained in the Lawsuits and avoiding the expense and burden of litigation. Nothing in the supplemental disclosures shall be deemed an admission of the materiality under applicable law of any of the supplemental disclosures.
Important information concerning the Merger and the other transactions contemplated by the Merger Agreement is set forth in the Joint Proxy Statement/Prospectus. The Joint Proxy Statement/Prospectus is amended and supplemented by, and should be read as part of, and in conjunction with, the information set forth in this Current Report on Form8-K.