Leading Proxy Advisory Firms ISS, Glass Lewis and Egan-Jones Recommend That Tremont Mortgage Trust Shareholders Vote “FOR” the Proposed Merger With RMR Mortgage Trust
September 13 2021 - 8:00AM
Business Wire
Shareholders are Encouraged to Vote FOR the
Merger Before the Special Meeting of Shareholders on September 17,
2021 at 11:00 a.m. ET
Tremont Mortgage Trust (Nasdaq: TRMT) today announced that, on
September 10, 2021, three proxy advisory firms that advise
institutional investors, Institutional Shareholder Services Inc.,
or ISS, Glass Lewis & Co., LLC, or Glass Lewis, and Egan-Jones
Proxy Services, or Egan-Jones, have all recommended that
shareholders vote “FOR” the previously-announced merger of TRMT
with and into RMR Mortgage Trust (Nasdaq: RMRM) at the special
meeting of TRMT shareholders to be held on September 17, 2021 at
11:00 a.m. Eastern Time. In recommending that TRMT shareholders
vote “FOR” the merger, the proxy advisory firms endorsed the
strategic, corporate governance and financial merits of the
transaction. In separate reports, ISS, Glass Lewis and Egan-Jones
also recommended that RMRM shareholders vote “FOR” the issuance of
RMRM common shares in the merger.
YOUR VOTE IS IMPORTANT – PLEASE VOTE
TODAY
The special meeting of shareholders of Tremont Mortgage Trust is
scheduled for September 17, 2021 at 11:00 a.m. Eastern Time.
Shareholders who have not yet voted are encouraged to vote their
shares promptly without further delay and without waiting until the
final moments of the solicitation in order to ensure all votes are
counted in advance of the special meeting. Internet and telephone
voting options are available by following the instructions on the
proxy cards or voting instruction forms previously sent to
shareholders of record as of July 17, 2021.
If shareholders have questions or require assistance voting
their shares, they should contact D.F. King & Co., Inc. at
(866) 796-1292 or via email at TRMT@dfking.com. Banks and brokers
may call (212) 269-5550 for assistance.
Tremont Mortgage Trust (Nasdaq: TRMT) is a real estate finance
company that originates and invests in first mortgage loans secured
by middle market and transitional commercial real estate. TRMT is
managed by an affiliate of The RMR Group Inc. (Nasdaq: RMR).
Substantially all of RMR’s business is conducted by its majority
owned subsidiary, The RMR Group LLC, which is an alternative asset
management company with $32 billion in assets under management and
more than 35 years of institutional experience in buying, selling,
financing and operating commercial real estate. For more
information about TRMT, please visit www.trmtreit.com.
WARNING CONCERNING
FORWARD-LOOKING STATEMENTS
This press release contains statements that constitute
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995 and other securities laws.
Also, whenever TRMT uses words such as “believe,” “expect,”
“anticipate,” “intend,” “plan,” “estimate,” “will,” “may” and
negatives or derivatives of these or similar expressions, TRMT is
making forward-looking statements. These forward-looking statements
are based upon TRMT’s present intent, beliefs or expectations, but
forward-looking statements are not guaranteed to occur and may not
occur. Actual results may differ materially from those contained in
or implied by TRMT’s forward-looking statements as a result of
various factors. Forward-looking statements involve known and
unknown risks, uncertainties and other factors, some of which are
beyond TRMT’s control. For example:
- The closing of the merger is subject to the satisfaction or
waiver of certain conditions. RMRM and TRMT cannot be sure that all
the conditions will be satisfied or waived. Accordingly, the merger
may not close when expected or at all, or the terms of the merger
and the other transactions may change.
- TRMT and RMRM have identified various reasons why they believe
the merger makes sense for their shareholders. However, the
expected benefits underlying those reasons may not be realized or
sustained by the combined company and its shareholders.
The information contained in TRMT’s filings with the Securities
and Exchange Commission, or SEC, including under “Risk Factors” in
TRMT’s periodic reports or incorporated therein, identifies other
important factors that could cause TRMT’s actual results to differ
materially from those stated in or implied by TRMT’s forward
looking statements. TRMT’s filings with the SEC are available on
the SEC’s website at www.sec.gov.
You should not place undue reliance upon forward-looking
statements.
Except as required by law, TRMT does not intend to update or
change any forward-looking statements as a result of new
information, future events or otherwise.
Additional Information about the Merger
In connection with the merger, RMRM has filed with the SEC a
Registration Statement on Form S-4 containing a definitive joint
proxy statement/prospectus and other documents with respect to the
merger, which was declared effective by the SEC on July 26, 2021.
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. SHAREHOLDERS ARE URGED TO READ THE JOINT
PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND
SUPPLEMENTS THERETO) AND ANY OTHER DOCUMENTS FILED OR TO BE FILED
WITH THE SEC IN CONNECTION WITH THE MERGER OR INCORPORATED BY
REFERENCE IN THE JOINT PROXY STATEMENT/PROSPECTUS BECAUSE THEY
CONTAIN AND WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
MERGER.
The definitive joint proxy statement/prospectus has been mailed
to TRMT’s and RMRM’s shareholders. Shareholders may obtain free
copies of the RMRM Registration Statement on Form S-4, the
definitive joint proxy statement/prospectus and any other relevant
documents filed or to be filed with the SEC at the SEC’s website at
www.sec.gov. In addition, shareholders may obtain free copies of
TRMT’s filings with the SEC from TRMT’s website at www.trmtreit.com
or RMRM’s filings with the SEC from RMRM’s website at
www.rmrmortgagetrust.com.
Participants in Solicitation Relating to the Merger
TRMT, RMRM and their respective trustees and executive officers,
and Tremont Realty Advisors LLC, The RMR Group LLC, The RMR Group
Inc. and certain of their respective directors, officers and
employees, may be deemed to be participants in the solicitation of
proxies from TRMT and RMRM shareholders in respect of the merger
and the other transactions contemplated by the Agreement and Plan
of Merger between TRMT and RMRM, or the Merger Agreement.
Information regarding the persons who may, under the rules of the
SEC, be considered participants in the solicitation of TRMT’s and
RMRM’s shareholders in connection with the merger and the other
transactions contemplated by the Merger Agreement is set forth in
the definitive joint proxy statement/prospectus. Information
regarding TRMT’s trustees and executive officers and RMRM’s
trustees and executive officers can be found in TRMT’s and RMRM’s
respective definitive proxy statement for its 2021 annual meeting
of shareholders. These documents are available free of charge on
the SEC’s website and from TRMT or RMRM, as applicable, using the
sources indicated above.
A Maryland Real Estate Investment Trust with
transferable shares of beneficial interest listed on the Nasdaq. No
shareholder, Trustee or officer is personally liable for any act or
obligation of the Trust.
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version on businesswire.com: https://www.businesswire.com/news/home/20210913005211/en/
Kevin Barry Manager, Investor Relations (617) 658-0776
Tremont Mortgage (NASDAQ:TRMT)
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