SELECT INCOME REIT (NASDAQ:SIR) Files An 8-K Other EventsItem 8.01. Other Events.
On November16, 2018, we and Government Properties Income Trust, a Maryland real estate investment trust, or GOV, 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 3:00 p.m., at which our shareholders will be asked to, among other things, vote on a proposal to approve the previously announced merger, or the Merger, of the Company with and into GOV MS REIT, a Maryland real estate investment trust and wholly owned subsidiary of GOV, 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 GOV, Merger Sub and the Company, or the Merger Agreement, and the other transactions contemplated by the Merger Agreement to which we are a party and (ii)the special meeting of GOV’s shareholders to be held on December20, 2018 at 1:00 p.m., at which GOV shareholders will be asked to, among other things, vote on a proposal to approve the issuance of common shares of beneficial interest of GOV in the Merger.
As previously disclosed in the Joint Proxy Statement/Prospectus, four lawsuits, collectively, the Lawsuits, have been filed against the Company and each of the members of the board of trustees of the Company, and in one instance also against GOV. 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 Company board of trustees breached their fiduciary duties to the Company’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 GOV continue to believe that all allegations in the Lawsuits are without merit. However, we and GOV 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.