InterXion Urges Shareholders to Vote “FOR” All
Merger-Related Proposals Today
InterXion Holding N.V. (NYSE: INXN), a leading European provider
of carrier and cloud-neutral colocation data centre services, today
announced that leading independent proxy advisory firm,
Institutional Shareholder Services (“ISS”), recommends that
InterXion shareholders vote “FOR” all proposals related to the Company’s
proposed strategic stock-for-stock combination with Digital Realty
Trust, Inc. (NYSE: DLR) at the Extraordinary General Meeting of
InterXion (the “EGM”) scheduled for 27 February 2020.
At the EGM, InterXion shareholders will consider proposals
related to the reorganization of InterXion following completion of
Digital Realty’s exchange offer for InterXion shares. The exchange
offer is the process by which InterXion’s shareholders are being
offered the opportunity to exchange their shares. The proposals to
be voted on at the EGM are in respect of customary Dutch
transaction formalities to be taken following the completion of the
exchange offer which enable Digital Realty to become the sole owner
of all of InterXion’s business operations after successfully
completing the exchange offer.
In recommending that InterXion shareholders vote
“FOR” all proposals to be
presented at the EGM, ISS noted in its report dated 14 February
2020, “Approval of the presented resolutions would allow
shareholders to retain the optionality of tendering their shares
into the offer”1.
David Ruberg, InterXion’s Chief Executive Officer, said, “We are
pleased that ISS supports the Board’s recommendation that
shareholders vote “FOR” all proposals to be voted on at the EGM,
which, if approved, will enable the process to proceed and
InterXion’s shareholders to decide about the proposed transaction
via the exchange offer. In an evolving data center industry where
customers are increasingly demanding partners that provide global
scale, we believe this combination will significantly de-risk our
future growth prospects while enabling the expansion of our
communities of interest strategy across a global customer base.
Together with Digital Realty, we will have the global footprint,
enhanced scale and financial resources to effectively compete with
other leading data center operators, and will generate new revenue
and growth opportunities which InterXion could not access as a
standalone business. The Board unanimously believes that the
proposed combination with Digital Realty provides significant
strategic, financial and operational benefits to InterXion and
represents the best path forward to unlocking significant value for
all stakeholders.”
Guggenheim Securities is acting as financial advisor and
rendered a fairness opinion to InterXion, and Moelis & Company
also rendered a fairness opinion to InterXion. Debevoise &
Plimpton LLP and Greenberg Traurig, LLP (Amsterdam) are acting as
legal advisors to InterXion.
The Extraordinary General Meeting of InterXion is scheduled to
take place on 27 February 2020, beginning at 10:00 a.m. Central
European Time. The meeting will be held at the Novotel Hotel,
Taurusavenue 12, 2132 LS Hoofddorp, The Netherlands. All
shareholders of record of InterXion ordinary shares as of the close
of business on 30 January 2020 will be entitled to vote their
shares either in person or by proxy at the Extraordinary General
Meeting. A proxy statement containing the InterXion Board’s
recommendation that shareholders vote in favor of the proposals to
be considered at the Extraordinary General Meeting is available at
https://investors.interxion.com/egm.
InterXion shareholders who need assistance in completing the
proxy card, need additional copies of the proxy materials, or have
questions regarding the Extraordinary General Meeting of InterXion
may contact InterXion’s proxy solicitor:
Innisfree M&A Incorporated Phone: (888)
750-5834 (from the U.S. and Canada) Banks & Brokers: (212)
750-5833
About InterXion
InterXion Holding N.V. (NYSE: INXN) is a leading provider of
carrier and cloud-neutral colocation data centre services in
Europe, serving a wide range of customers through more than 50 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 700
connectivity providers, 21 European Internet exchanges, and most
leading cloud and digital media platforms present 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.
Additional Information and Where to Find It
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. In connection with the proposed transactions, on
December 5, 2019, Digital Realty filed a Registration Statement on
Form S-4 with the U.S. Securities and Exchange Commission (the
“SEC”), that included a proxy statement of Digital Realty, which
also constitutes a prospectus of Digital Realty. The Registration
Statement was amended on January 7, 2020 and January 24, 2020 and
was declared effective by the SEC on January 27, 2020. On January
29, 2020, Digital Realty caused its subsidiary to file a Tender
Offer Statement on Schedule TO (the “Schedule TO”) with the SEC and
soon thereafter InterXion filed a Solicitation/Recommendation
Statement on Schedule 14D-9 (the “Schedule 14D-9”) with the SEC.
Also, in connection with the exchange offer, on January 29, 2020,
Digital Realty mailed a definitive proxy statement/prospectus to
shareholders of Digital Realty and InterXion. The solicitation and
offer to purchase InterXion’s ordinary shares is only being 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 or InterXion’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 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 may 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.
Participants in the Solicitation
Digital Realty, InterXion and their respective directors and
certain of their executive officers and employees may be deemed,
under SEC rules, to be participants in the solicitation of proxies
from Digital Realty’s and InterXion’s shareholders in connection
with the proposed transactions. Information regarding the officers
and directors of Digital Realty is included in its definitive proxy
statement for its 2019 annual meeting filed with the SEC on April
1, 2019. Information regarding the officers and directors of
InterXion and their ownership of InterXion ordinary shares is set
forth in InterXion’s Annual Report on Form 20-F, which was filed
with the SEC on April 30, 2019. Additional information regarding
the persons who may be deemed participants and their interests are
set forth in the Registration Statement and proxy
statement/prospectus and other materials filed with SEC in
connection with the proposed transactions. Free copies of these
documents may be obtained as described in the paragraphs above.
Note Regarding Forward-Looking Statements
Digital Realty and InterXion 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
Digital Realty, InterXion and the combined company. 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 that 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 ability of Digital Realty and
InterXion to obtain the regulatory and shareholder approvals
necessary to complete the anticipated combination, on the
anticipated timeline or at all; 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, 2018 and
subsequent quarterly reports on Form 10-Q, and (ii) InterXion’s
filings with the SEC, including its annual report on Form 20-F for
the year ended December 31, 2018 and subsequent reports on Form
6-K. This communication reflects the views of Digital Realty’s and
InterXion’s management as of the date hereof. Except to the extent
required by applicable law, Digital Realty and InterXion undertake
no obligation to update or revise any forward-looking
statement.
1 Permission to use neither sought nor obtained.
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version on businesswire.com: https://www.businesswire.com/news/home/20200214005480/en/
Investors Jim Huseby Investor Relations (813) 644-9399
IR@interxion.com
Media Matt Sherman / Mahmoud Siddig Joele Frank,
Wilkinson Brimmer Katcher (212) 355-4449
InterXion Holding NV (NYSE:INXN)
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