Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
2015年3月9日 - 10:15PM
Edgar (US Regulatory)
Filed by Interxion Holding N.V.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Interxion Holding N.V.
Filers SEC File No.: 001-35053
Date: March 9, 2015
This
filing relates to a proposed business combination
involving TelecityGroup plc and Interxion Holding N.V.
FINAL Project Element Customer Letter
March 9, 2015
Dear Valued Customer,
I am pleased to announce that Interxion and TelecityGroup have reached a binding agreement to merge, creating an even stronger provider of data centre
services across Europe. Todays milestone follows our announcement on February 11 when we disclosed our intention to merge, and the terms of the transaction have not changed since then.
Together, the combined company will operate 78 data centres across 19 cities, enabling clients to securely deliver mission-critical applications and content
to end customers with excellent response time performance. The combined companys state-of-the-art data centres will be located in key city centre positions, including London, Frankurt, Paris, Amsterdam, Helsinki, Istanbul, Manchester, Milan,
Sofia, Stockholm and Warsaw.
We expect the transaction to close in the second half of 2015. As we work towards completing the combinations, there will be
no changes in your relationship with Interxion, and your day-to-day contacts will remain the same. In short, it is business as usual. Our number one goal is to continue to provide you with the same high quality products and services you have come to
expect from us.
We deeply value your business and look forward to continuing our relationship with you, and will keep you informed of any important
developments. As always, if you have any questions, please reach out to your Interxion contact.
This is a very exciting development in the lives of both
companies, and we look forward to sharing more details as soon as you can.
Sincerely,
David Ruberg,
CEO
Forward-Looking Statements
This communication
contains forward-looking statements that involve risks and uncertainties, including any statements related to the proposed transaction and the expected benefits or estimated synergies resulting from the proposed transaction. 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
Interxions expectations are the risks detailed herein and other risks described from time to time in Interxions filings with the United States Securities and Exchange Commission (the SEC). In addition, there can be no
assurance that the proposed business combination will be completed in a timely manner, or at all.
Interxion does not assume any obligation to update or
revise forward-looking statements, whether as a result of new information, future events or otherwise.
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 SECs website, www.sec.gov, after they have been filed. Any materials filed with the SEC may also be obtained without charge at TelecityGroups 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.
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