SAN FRANCISCO, March 4, 2020 /PRNewswire/ -- Digital Realty
(NYSE: DLR) is reminding InterXion (NYSE: INXN) shareholders to
tender their shares before the close of business on Friday, March 6, 2020. InterXion
shareholders will only be eligible to receive the Digital Realty
first-quarter dividend if enough shareholders tender their shares
by Friday such that the minimum condition is met. In
addition, InterXion shareholders who do not tender will generally
be subject to a 15% Dutch withholding tax.1
Finally, the tender offer technically expires at 12:01 a.m. EDT on Monday, March 9, 2020, or one
minute after midnight on Sunday night / Monday morning.
However, since the Depository Trust Company and the exchange agent
are closed on Saturday and Sunday, practically speaking,
shareholders need to tender before the close of business
in New York on Friday, March 6, 2020. No guaranteed
delivery procedures apply.
How to Tender Shares
Shareholders of InterXion who
hold shares through a brokerage firm should tender their shares by
providing instructions to their broker. Other InterXion
shareholders may tender their shares by following the instructions
provided in the Letter of Transmittal circulated on January 29, 2020. InterXion shareholders
who have questions or requests for assistance should contact Okapi
Partners, the Information Agent for the Exchange Offer, by phone at
(877) 629-6356 or (212) 297-0720, or via email at
DLR@okapipartners.com.
Regulatory Approval Update
On Friday, February 28, 2020, 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 been obtained, and the condition of the Exchange
Offer related to receipt of required regulatory approvals has been
satisfied.
Shareholder Vote Update
At the extraordinary general
meetings on Thursday, February 27,
2020, shareholders of Digital Realty and shareholders of
InterXion both voted to approve the pending combination, with over
90% of votes cast by both sets of shareholders in favor of the
proposals necessary to consummate the transaction.
Opportunity for InterXion Shareholders to Receive Digital
Realty's Declared Quarterly Dividend
Separately on
Thursday, February 27, 2020, 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 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, 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
