Business Context and Reporting Period
This Form 8-K was filed by Digital Realty Trust, Inc. (DLR) on January 23, 2020. The filing reports the entry into a material definitive agreement regarding the proposed acquisition of InterXion Holding N.V. (InterXion), a data center company organized under the laws of the Netherlands.
Key Financial Metrics
This filing is a current report regarding a corporate transaction and does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity metrics for Digital Realty Trust, Inc. or InterXion.
Material Changes and Transaction Details
On January 23, 2020, DLR, InterXion, and Digital Intrepid Holding B.V. (the "Buyer") entered into Amendment No. 1 to the Purchase Agreement (originally dated October 29, 2019). Key modifications include:
- Minimum Tender Condition Adjustment: If DLR or the Buyer reduces the minimum tender condition from 80% to 66 2/3% of InterXion's outstanding ordinary shares at the expiration of the exchange offer, the offer expiration will be extended by five business days.
- Subsequent Offering Period: The five-day extension replaces a previously planned subsequent offering period of three business days. If the minimum tender condition is not reduced, or is reduced prior to expiration, the subsequent offering period remains three business days.
- Compulsory Acquisition: If the Buyer initiates a compulsory acquisition, it will request that the Enterprise Chamber of the Amsterdam Court of Appeals set the cash payment for non-tendering shareholders at no less than the value of the offer consideration for tendered shares.
Guidance, Outlook, and Risks
Transaction Status: The exchange offer for InterXion shares has not yet commenced. DLR intends to mail a definitive proxy statement/prospectus to shareholders and file a Tender Offer Statement (Schedule TO) after the Registration Statement on Form S-4 is declared effective by the SEC.
Risks and Contingencies: The filing includes a caution regarding forward-looking statements. Key risks include:
- Failure to obtain necessary regulatory and shareholder approvals.
- Conditions to closing not being satisfied or the combination failing to close.
- Legal or regulatory proceedings impacting the transaction.
- Integration difficulties and disruption to customer or employee relationships.
- Adverse changes in credit or operating markets.
Investor Verification Checklist
- Verify the effectiveness of the Registration Statement on Form S-4 filed on December 6, 2019.
- Review the definitive Proxy Statement/Prospectus and Schedule TO once filed for complete transaction terms.
- Monitor the minimum tender condition status (80% vs. 66 2/3%) to determine the exchange offer timeline.
- Check for updates on regulatory approvals required in the Netherlands and other jurisdictions.
- Review DLR's Form 10-K and InterXion's Form 20-F for detailed financial risk factors.