Interxion Issues Statement in Response to TelecityGroup’s Confirmation of Receipt of an Unsolicited Proposal from Equinix I...
May 07 2015 - 2:53AM
Business Wire
Interxion Holding N.V. (NYSE: INXN) (“Interxion”), a leading
European provider of data center services, today issued the
following statement in response to the announcement today by
TelecityGroup plc (LSE: TCY.L.; “TelecityGroup”) confirming that
TelecityGroup has entered into discussions concerning a possible
takeover offer for TelecityGroup by Equinix.
On 9 March 2015, Interxion and TelecityGroup announced an
agreement to implement a recommended all-share merger (the
"Merger") (the “Implementation Agreement”) which was unanimously
approved by both boards. Interxion remains committed to the
transaction with TelecityGroup on the terms as agreed by the
parties, and both parties continue to work to progress the
transaction. As announced earlier, the Merger has received
clearance by the Federal Cartel Office of Germany, an important
milestone in the regulatory approval process. Interxion continues
to believe that the pending Merger with TelecityGroup is a
strategically compelling combination that delivers meaningful value
to Interxion and TelecityGroup shareholders as well as their
customers.
Pursuant to the terms of the Implementation Agreement,
TelecityGroup’s entrance into discussions with Equinix releases
Interxion from its exclusivity obligations with TelecityGroup
during the pendency of the discussions.
Interxion will make further announcements regarding the Merger
as and when appropriate.
About Interxion
Interxion (NYSE: INXN) is a leading provider of carrier and
cloud-neutral colocation data centre services in Europe, serving a
wide range of customers through 39 data centres in 11 European
countries. Interxion’s uniformly designed, energy efficient data
centres offer customers extensive security and uptime for their
mission-critical applications.
With over 500 connectivity providers, 20 European Internet
exchanges, and most leading cloud and digital media platforms
across its footprint, Interxion has created connectivity, cloud,
content and finance hubs that foster growing customer communities
of interest. For more information, please
visit www.interxion.com.
Forward-looking Statements / Additional Disclaimers
This communication contains forward-looking statements that
involve risks and uncertainties. There can be no assurance that
such statements will prove to be accurate and actual results and
future events could differ materially from those anticipated in
such statements. Factors that could cause actual results and future
events to differ materially from Interxion’s expectations are the
risks detailed herein and other risks described from time to time
in Interxion’s filings with the United States Securities and
Exchange Commission (the “SEC”). In addition, the negotiations for
the business combination may not advance, and even if they do, it
may not be possible to enter into definitive documentation on
satisfactory terms and close the agreement.
Interxion does not assume any obligation to update the
forward-looking information contained in this report.
No Offer or Solicitation
This communication is not intended to and does not constitute an
offer to sell or the solicitation of an offer to subscribe for or
buy or an invitation to purchase or subscribe for any securities or
the solicitation of any vote in any jurisdiction pursuant to the
proposed transactions or otherwise, nor shall there be any sale,
issuance or transfer of securities in any jurisdiction in
contravention of applicable law. No offer of securities shall be
made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act of 1933, as amended, and
applicable United Kingdom regulations. Subject to certain
exceptions to be approved by the relevant regulators or certain
facts to be ascertained, the public offer will not be made directly
or indirectly, in or into any jurisdiction where to do so would
constitute a violation of the laws of such jurisdiction, or by use
of the mails or by any means or instrumentality (including without
limitation, facsimile transmission, telephone and the internet) of
interstate or foreign commerce, or any facility of a national
securities exchange, of any such jurisdiction. No prospectus is
required in accordance with Directive 2003/71/EC, as amended, in
connection with this communication.
Important Information
TelecityGroup has not commenced and may not make an offer to
purchase Interxion shares as described in this communication. In
the event that TelecityGroup makes an offer (as the same may be
varied or extended in accordance with applicable law),
TelecityGroup will file a registration statement on Form F-4, which
will include a prospectus and joint proxy statement of
TelecityGroup and Interxion, and a Tender Offer statement on
Schedule TO (the “Schedule TO”). If an offer is made it will be
made exclusively by means of, and subject to, the terms and
conditions set out in, an offer document containing and setting out
the terms and conditions of the offer and a letter of transmittal
and form of acceptance to be delivered to Interxion, filed with the
SEC and mailed to Interxion shareholders. Any offer in the United
States will be made by TelecityGroup or an affiliate of
TelecityGroup and not by any other person.
The release, publication or distribution of this communication
in certain jurisdictions may be restricted by law and therefore
persons in such jurisdictions into which this communication is
released, published or distributed should inform themselves about
and observe such restrictions.
IF AN OFFER IS MADE, SHAREHOLDERS OF INTERXION ARE URGED TO READ
ANY DOCUMENTS REGARDING THE OFFER WHEN THEY BECOME AVAILABLE
(INCLUDING THE EXHIBITS THERETO) AS THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE OFFER.
If an offer is made, the registration statement, the joint proxy
statement, the Schedule TO and other related documents will be
available electronically without charge at the SEC’s website,
www.sec.gov, after they have been filed. Any materials filed with
the SEC may also be obtained without charge at TelecityGroup’s
website, www.TelecityGroup.com. This communication does not
constitute an offer or a solicitation in any jurisdiction in which
such offer or solicitation is unlawful. An offer will not be made
in, nor will deposits be accepted in, any jurisdiction in which the
making or acceptance thereof would not be in compliance with the
laws of such jurisdiction. However, if an offer is made,
TelecityGroup may, in its sole discretion, take such action as it
may deem necessary to extend an offer in any such jurisdiction.
InterxionInvestor Relations:Jim Huseby,
+1-813-644-9399IR@Interxion.comorJoele Frank, Wilkinson Brimmer
KatcherMedia Relations:Matthew Sherman,
+1-212-355-4449orMahmoud Siddig, +1-212-355-4449
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