TIDMTCY
RNS Number : 9662J
Telecity Group PLC
13 April 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
TELECITY GROUP PLC
Update on all-share merger - German merger control clearance
13 April 2015 - Telecity Group plc ("TelecityGroup") announces
that the Federal Cartel Office of Germany has cleared the
recommended all-share merger between TelecityGroup and Interxion
Holding N.V. (the "Merger") in Phase I under German merger control
law.
Completion of the Merger remains conditional upon, amongst other
things, the receipt of all remaining regulatory and anti-trust
approvals, the approval of TelecityGroup's shareholders and
TelecityGroup having received valid acceptances for at least 95 per
cent of the total issued share capital of Interxion (or, at
TelecityGroup's election, not less than 80 per cent.).
TelecityGroup continues to expect the Merger to close in the second
half of 2015.
Enquiries:
TelecityGroup
Investors: +44 (0) 20 3229
Rosie Wilkins 1138
======================================================= ==================
Brunswick (Public Relations Adviser to TelecityGroup)
Sarah West +44 (0) 20 7404
Ben Fry 5959
======================================================= ==================
Notes to Editors
TelecityGroup is a provider of data centres in Europe, operating
highly connected facilities in key cities.
These data centres are the places in which separate networks
that make up the internet meet and where bandwidth-intensive
applications, content and information are hosted. TelecityGroup's
customers take advantage of the highly connected facilities to
operate, store, share, distribute and access digital media, IT
applications and information effectively and efficiently.
TelecityGroup plc is listed on the London Stock Exchange (LSE:
TCY.L).
www.telecitygroup.com/investor-centre/investor-centre-home.htm
A copy of this announcement is also available, subject to
certain restrictions relating to persons resident in restricted
jurisdictions, on TelecityGroup's website at
www.telecitygroup.com.
Neither the content of the website referred to in this
announcement nor the content of any other websites accessible from
hyperlinks on that website is incorporated into, or forms part of,
this announcement.
Forward-looking Statements
This announcement contains statements which constitute
"forward-looking statements". Forward- looking statements include
any statements related to the proposed transaction and the expected
benefits or estimated synergies resulting from the proposed
transaction with Interxion and are generally identified by words
such as "believe", "expect", "anticipate", "intend", "estimate",
"will", "may", "continue", "should", and other similar expressions.
Forward-looking statements are subject to various risks and
uncertainties, many of which are difficult to predict and generally
beyond the control of TelecityGroup and Interxion Holding N.V.
("Interxion"), that could cause actual results and developments to
differ materially from those expressed in, or implied or projected
by, the forward-looking statements.
In addition, there can be no assurance that the proposed
business combination will be completed in a timely manner, or at
all. Neither TelecityGroup, nor Interxion, undertakes any
responsibility to update any of the forward-looking statements
after this date to conform such statements to actual results, to
reflect the occurrence of anticipated results or otherwise, except
to the extent legally required.
No statement in this announcement is intended as a profit
forecast or profit estimate and no statement in this announcement
should be interpreted to mean that earnings per TelecityGroup or
Interxion ordinary share for any period would necessarily match or
exceed the historical published earnings per TelecityGroup or
Interxion shares.
No Offer or Solicitation
This announcement 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 announcement.
Important Information
TelecityGroup has not commenced and may not make an offer to
purchase Interxion shares as described in this announcement. 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 United States Securities
and Exchange Commission ("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 announcement in
certain jurisdictions may be restricted by law and therefore
persons in such jurisdictions into which this announcement 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 SEC's website,
www.sec.gov, after they have been filed. Any materials filed with
the SEC may also be obtained without charge at TelecityGroup's
website, www.telecitygroup.com. This announcement 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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