SAN FRANCISCO, Feb. 28, 2020 /PRNewswire/ -- Digital Realty
(NYSE: DLR), a leading global provider of data center, colocation
and interconnection solutions, announced today its shareholders
approved all proposals related to the previously announced pending
combination with InterXion (NYSE: INXN), a leading provider of
carrier- and cloud-neutral colocation data center services in
Europe.
"We were gratified by the overwhelming shareholder support for
the combination, with over 90% of votes cast by both sets of
shareholders in favor of the proposals necessary to consummate the
combination," said Digital Realty Chief Executive Officer
A. William Stein. "We look
forward to completing the exchange offer and closing the
transaction in short order. Together with InterXion, we will
be even better positioned to enable customers to solve for the full
spectrum of data center requirements across a global platform, and
we are confident the combination of our two organizations will
significantly enhance our ability to create long-term value for the
customers, shareholders and employees of both companies."
Regulatory Approval Update
Earlier this morning, Digital Realty and InterXion received
approval for the transactions contemplated by the Purchase
Agreement from the French Ministry of Economy and Finance, the
foreign investment regulatory authority. As a result, all
regulatory approvals required under the Purchase Agreement have now
been obtained, and the condition of the Exchange Offer related to
receipt of required regulatory approvals has been satisfied.
Opportunity for InterXion Shareholders to Receive Digital
Realty's Declared Quarterly Dividend
Earlier this week, Digital Realty's Board of Directors
authorized a common stock cash dividend of $1.12 per share to common stockholders of record
as of the close of business on March 17,
2020. If 80% or more of outstanding InterXion
shares on a fully-diluted and as-converted basis are tendered by
the expiration of the initial offering period and all other
required conditions are satisfied as described below, tendering
InterXion shareholders should be holders of record of Digital
Realty stock as of the record date and have the opportunity to
receive the first-quarter dividend.
If the initial offering period is extended for any reason,
InterXion shareholders would not be expected to become holders of
record of Digital Realty common stock by the close of business on
March 17, 2020, and consequently
would not be entitled to receive the first-quarter dividend
in any closing of the offer.
Anticipated Timing for Completion of the Offer
Digital Realty expects to complete the pending exchange offer
for all outstanding ordinary shares of InterXion as soon as
reasonably practicable. Subject to satisfaction of the
remaining required conditions, if 80% or more of the outstanding
InterXion shares on a fully-diluted and as-converted basis are
validly tendered and not withdrawn at the expiration of the initial
offering period, Digital Realty expects to accept the validly
tendered shares as early as March 9,
2020, with the post-offer reorganization transactions to
be completed as soon as practicable after the expiration of any
subsequent offering period.
Offer Expiration
Unless the offer is extended, the initial offering period will
expire at 12:01 a.m. EDT on
March 9, 2020. (In other
words, one minute after midnight on Sunday night / Monday
morning. Please note, the Depository Trust Company and the
exchange agent are closed on Saturdays and Sundays.)
InterXion shareholders are encouraged to validly tender their
shares before the close of normal New
York business hours on Friday,
March 6, 2020. No guaranteed delivery procedures
apply.
Lowering the Minimum Condition
The offer is conditioned upon receipt by Digital Intrepid
Holding B.V. ("Buyer"), a subsidiary of Digital Realty Trust, Inc.,
of a number of InterXion shares having been validly tendered and
not withdrawn that would allow Buyer to acquire at least 80% of the
outstanding InterXion shares on a fully-diluted and as-converted
basis at the closing of the offer.
If less than 80% but more than 66 2/3% of the outstanding
InterXion shares are tendered in the initial offering period,
Digital Realty or Buyer may elect to reduce the minimum condition
to 66 2/3% of the outstanding InterXion shares on a fully-diluted
and as-converted basis, in which case the offer shall be extended
for at least five business days (and no subsequent offering period
will be provided).
Digital Realty or Buyer may also reduce the minimum condition to
66 2/3% prior to the expiration of the initial offering period (in
which case a subsequent offering period will be provided).
Digital Realty or Buyer may reduce the minimum condition below 66
2/3% with prior written consent from InterXion, subject to
compliance with applicable laws.
Treatment of Untendered Shares after the Offer
As promptly as practicable following the later of the time at
which Buyer accepts the tendered InterXion shares and the
expiration of any applicable subsequent offering period, the
parties shall initiate the post-offer reorganization.
If less than 95% of the outstanding InterXion shares are
acquired by Buyer in the offer, the post-offer reorganization will
result in non-tendering holders of InterXion receiving shares of
Digital Realty common stock (and/or cash in lieu of fractional
shares of Digital Realty common stock) pursuant to a liquidation
distribution (rather than the offer). Non-tendering holders
of InterXion shares who receive shares of Digital Realty common
stock (and/or cash in lieu of fractional shares of Digital Realty
common stock) pursuant to the liquidation distribution generally
will be subject to a 15% Dutch dividend withholding tax.
If 95% or more of the outstanding InterXion shares are acquired
by Buyer in the offer, Buyer will initiate Dutch compulsory
acquisition proceedings, which will enable it to acquire the
remaining InterXion shares against a cash amount as determined by a
competent Dutch court. Non-tendering holders of InterXion
shares who receive cash pursuant to Dutch compulsory acquisition
proceedings will not be subject to the 15% Dutch dividend
withholding tax. However, this process may materially delay
non-tendering InterXion shareholders' receipt of this cash
consideration.
Please refer to the offer to purchase for more information and a
full description of the summaries above.
About Digital Realty
Digital Realty (NYSE: DLR) supports the data center, colocation
and interconnection strategies of customers across the Americas,
EMEA and APAC, ranging from cloud and information technology
services, communications and social networking to financial
services, manufacturing, energy, healthcare and consumer
products. To learn more about Digital Realty, please visit
digitalrealty.com or follow us on LinkedIn, Twitter, Facebook,
Instagram and YouTube.
For Additional Information
Andrew P. Power
Chief Financial Officer
Digital Realty
(415) 738-6500
Investor Relations
John J.
Stewart
(415) 738-6500
InvestorRelations@digitalrealty.com
Media Inquiries
John
Christiansen / Reze Wong /
Celia de Pentheny O'Kelly
Sard Verbinnen & Co
(415) 618-8750
DigitalRealty-SVC@SARDVERB.com
Additional Information and Where to Find It
On December 6, 2019, Digital
Realty filed a Registration Statement on Form S-4 in connection
with the transactions contemplated by the Purchase Agreement, dated
as of October 29, 2019, as amended,
among Digital Realty, InterXion Holding N.V. and Buyer, which
included a proxy statement/prospectus. This communication is
for information purposes only and does not constitute an offer to
sell or the solicitation of an offer to buy any securities or a
solicitation of any proxy, vote or approval with respect to the
proposed transaction or otherwise, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction. The
registration statement was declared effective by the SEC on
January 27, 2020. Digital
Realty has mailed a definitive proxy statement/prospectus to
shareholders of Digital Realty and Buyer filed a Tender Offer
Statement on Schedule TO with the SEC on January 29, 2020. InterXion filed a
Solicitation / Recommendation Statement on Schedule 14D-9 with
respect to the exchange offer on January 29,
2020. The solicitation and offer to purchase the
ordinary shares of InterXion will only be made pursuant to the
Schedule TO and related offer to purchase. This material is
not a substitute for the proxy statement / prospectus, the Schedule
TO, the Schedule 14D-9 or the Registration Statement or for any
other document that Digital Realty or InterXion may file with the
SEC and send to Digital Realty's stockholders or InterXion's
shareholders in connection with the proposed transactions.
BEFORE MAKING ANY VOTING OR INVESTMENT DECISION OR DECISION WITH
RESPECT TO THE OFFER, WE URGE INVESTORS OF DIGITAL REALTY AND
INTERXION TO READ THE REGISTRATION STATEMENT, PROXY STATEMENT /
PROSPECTUS, SCHEDULE TO (INCLUDING AN OFFER TO PURCHASE, RELATED
LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND SCHEDULE
14D-9, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME,
AND OTHER RELEVANT DOCUMENTS FILED BY DIGITAL REALTY AND INTERXION
WITH THE SEC CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION
ABOUT DIGITAL REALTY, INTERXION AND THE PROPOSED TRANSACTIONS.
Investors can obtain free copies of the Registration Statement,
proxy statement/prospectus, Schedule TO and Schedule 14D-9, as each
may be amended from time to time, and other relevant documents
filed by Digital Realty and InterXion with the SEC at
http://www.sec.gov, the SEC's website, or free of charge from
Digital Realty's website (http://www.digitalrealty.com) or by
contacting Digital Realty's Investor Relations Department at (415)
848-9311. These documents are also available free of charge
from InterXion's website (http://www.interxion.com) or by
contacting InterXion's Investor Relations Department at (813)
644-9399.
Note Regarding Forward-Looking Statements
Digital Realty cautions that statements in this communication
that are forward-looking, and provide other than historical
information, involve risks, contingencies and uncertainties that
may impact actual results of operations of Digital Realty,
InterXion and the combined company. These forward-looking
statements include, among other things, statements about the
exchange offer and completion of the proposed transactions
contemplated by the purchase agreement between them. Although
we believe the expectations reflected in those forward-looking
statements are reasonable, we can give no assurance that those
expectations will prove to have been correct. Those
statements are made by using various underlying assumptions and are
subject to numerous risks, contingencies and uncertainties,
including, among others: the ability of Digital Realty and
InterXion to obtain the regulatory approvals necessary to complete
the anticipated combination, on the anticipated timeline or at all;
the risk that a condition to the closing of the anticipated
combination may not be satisfied, on the anticipated timeline or at
all or that the anticipated combination may fail to close; the
outcome of any legal proceedings, regulatory proceedings or
enforcement matters that may be instituted relating to the
anticipated combination; the costs incurred to consummate the
anticipated combination; the possibility that the expected
synergies from the anticipated combination will not be realized, or
will not be realized within the expected time period; difficulties
related to the integration of the two companies; disruption from
the anticipated combination making it more difficult to maintain
relationships with customers, employees, regulators or suppliers;
the diversion of management time and attention on the anticipated
combination; adverse changes in the markets in which Digital Realty
and InterXion operate or credit markets; and changes in the terms,
scope or timing of contracts, contract cancellations, and other
modifications and actions by customers and other business
counterparties of Digital Realty and InterXion. If one or
more of these risks materialize, or if underlying assumptions prove
incorrect, actual results may vary materially from those expected.
You should not place undue reliance on forward-looking
statements. For a more complete discussion of these and other
risk factors, please see (i) Digital Realty's filings with the SEC,
including its annual report on Form 10-K for the year ended
December 31, 2018 and subsequent
quarterly reports on Form 10-Q and (ii) InterXion's filings with
the SEC, including its annual report on Form 20-F for the year
ended December 31, 2018 and its
subsequent reports on Form 6-K. This communication reflects
the views of Digital Realty's management as of the date hereof.
Except to the extent required by applicable law, Digital
Realty undertakes no obligation to update or revise any
forward-looking statement.
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SOURCE Digital Realty