According to the Complaint, Select Income REIT ("SIR" or the Company) is a real estate investment trust. The Company is engaged in the ownership of properties that include buildings and leased industrial lands that are primarily net leased to single tenants. As of June 30, 2018, SIR's consolidated portfolio consisted of 367 buildings, leasable land parcels and easements with approximately 45.7 million rentable square feet that were approximately 94.8% leased (based on rentable square feet).
On September 17, 2018, Government Properties Income Trust ("GOV") and SIR issued a joint press release to announce the Proposed Merger between SIR and GOV.
The Complaint alleges that on October 26, 2018, the Board authorized the filing of a materially incomplete and misleading amended registration statement on form S-4 (the “Proxy”) with the Securities and Exchange Commission (“SEC”), in violation of Sections 14(a) and 20(a) of the Exchange Act that recommends shareholders vote in favor of the Proposed Merger. Specifically, the Complaint alleges the Proxy contains materially incomplete and misleading information concerning: (i) critical projected financial information; (ii) the valuation analyses performed by the Company’s financial advisor in support of its fairness opinions; (iii) the conflicts of interest faced
by the Company's financial advisor; and (iv) the background of the Proposed Merger.