Items 1, 4 through 9 and 11.
The Exchange Offer Prospectus and Items 1, 4 through 9 and 11 of the Schedule TO are hereby amended and supplemented as follows:
The information set forth in the section of the Exchange Offer Prospectus entitled “Summary – Conditions to Closing of the Offer” is hereby
amended and supplemented by inserting the following paragraph as the second paragraph thereunder:
“On February 27, 2020, (i)
INXN’s shareholders approved the adoption of the resolutions at the EGM of INXN providing for, among other things, the approval of a statutory Dutch legal triangular merger, the approval of a statutory Dutch legal demerger, the approval of an
asset sale, the approval of the liquidation, and the appointment of Buyer and DLR designees to the INXN board effective upon the closing, and (ii) DLR’s stockholders approved the issuance of shares of DLR common stock in connection with the
transactions contemplated by the purchase agreement. Accordingly, the conditions of the offer relating to the receipt of certain required approvals of the shareholders of INXN and DLR have been satisfied.”
The information set forth in the section of the Exchange Offer Prospectus entitled “Summary – Regulatory Approvals Required for the Offer”
is hereby amended and supplemented by inserting the following paragraph as the second paragraph thereunder:
“As of February 28,
2020, DLR and INXN have obtained all regulatory approvals required under the purchase agreement. Accordingly, the condition of the offer relating to the receipt of certain required regulatory approvals has been satisfied.”
Item 12. Exhibits.
Item 12 of the Schedule TO is
hereby amended and supplemented by adding the following exhibit:
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(a)(5)(F)
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Press Release issued by Digital Realty Trust, Inc. dated February 28, 2020 (incorporated by reference to
Exhibit 99.1 to the Current Report on Form 8-K filed by Digital Realty Trust, Inc. with the SEC on February 28, 2020).
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Additional Information and Where to Find It
On
December 6, 2019, DLR 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 DLR, INXN 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 and DLR has mailed a definitive proxy statement/prospectus to shareholders of DLR and DLR has caused its subsidiary to file a Tender Offer
Statement on Schedule TO (the “Schedule TO”) with the SEC, and INXN has filed a Solicitation/Recommendation Statement on Schedule 14D-9 (the “Schedule
14D-9”) with respect to Exchange Offer. The Exchange Offer for the INXN Shares referred to in this document commenced on January 29, 2020. The solicitation and offer to purchase the INXN 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 DLR or INXN may file with the SEC and send to DLR’s stockholders or INXN’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 DLR AND INXN 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 DLR AND INXN WITH THE SEC CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT DLR, INXN 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 DLR and INXN with the SEC at http://www.sec.gov, the SEC’s website, or free of charge from DLR’s website
(http://www.digitalrealty.com) or by contacting DLR’s Investor Relations Department at (415) 848-9311. These documents are also available free of charge from INXN’s website (http://www.interxion.com)
or by contacting INXN’s Investor Relations Department at (813) 644-9399.
Note Regarding Forward-Looking
Statements
DLR and INXN caution 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 DLR and INXN. These forward-looking statements include, among other things, statements about anticipated satisfaction of closing conditions and completion of the
proposed transactions contemplated by the purchase agreement between them. Although we believe