Filed by Digital Realty Trust, Inc.
Pursuant to Rule 425 Under the Securities Act of 1933
and Deemed Filed Pursuant to Rules 14a-12 and 14d-2
under the Securities Exchange Act of 1934
Subject Company: InterXion Holding N.V.
(Commission File No. 001-35053)
Digital Realty Reminds InterXion Shareholders to Tender Shares by Friday
SAN FRANCISCO, March 4, 2020 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 Realtys Declared Quarterly Dividend
Separately on Thursday, February 27, 2020, Digital Realtys 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.
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See Treatment of Untendered Shares after the Offer below.
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