SAN FRANCISCO, March 9, 2020 /PRNewswire/ -- Digital Realty
(NYSE: DLR), a leading global provider of data center, colocation
and interconnection solutions, announced today that 64,732,624
shares of InterXion (NYSE: INXN), representing approximately 83.3%
of InterXion's outstanding shares on a fully-diluted and
as-converted basis, were validly tendered and not withdrawn prior
to the expiration of the initial offering period at 12:01 a.m. EDT on March
9, 2020. As a result, the minimum condition for the
exchange offer has been satisfied, and all validly tendered shares
have been accepted. All closing conditions related to the
completion of the post-offer reorganization have now been
satisfied.
Subsequent Offering Period
Digital Realty also
announced that the subsequent offering period has now commenced.
InterXion shareholders who have not yet tendered their shares
may still tender during the subsequent offering period, which will
expire at 12:01 a.m. EDT on
Thursday, March 12, 2020. No guaranteed
delivery procedures apply. Any InterXion shares tendered
during the subsequent offering period may not be
withdrawn.
Treatment of Untendered Shares after the Exchange
Offer
If less than 95% of the outstanding InterXion shares
are acquired in the exchange offer, the post-offer reorganization
will result in non-tendering holders of InterXion shares 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 exchange 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
in the exchange offer, Digital Realty will initiate Dutch
compulsory acquisition proceedings, which will enable it to acquire
the remaining 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.
Non-Tradability and Limited Transferability of Shares After
the Subsequent Offering Period
Promptly after the
subsequent offering period expires, shares held by non-tendering
InterXion shareholders will cease to be tradable on any national
stock exchange and may be subject to additional transfer
restrictions, including potentially requiring a Dutch notarial deed
of transfer. 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 Digital Intrepid Holding
B.V. ("Buyer"), a subsidiary of Digital Realty, 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 Digital Realty has caused Buyer
to file a Tender Offer Statement on Schedule TO (the "Schedule TO")
with the SEC on January 29, 2020.
InterXion filed a Solicitation / Recommendation Statement on
Schedule 14D-9 (the "Schedule 14D-9") with respect to the exchange
offer on January 29, 2020. The
solicitation and offer to purchase InterXion shares 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 EXCHANGE 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 offer and completion of
the proposed transactions contemplated by the purchase agreement
between them. Although we believe that 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 risk
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, 2019 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
