TelecityGroup plc (“TelecityGroup”), a provider of data centres
in Europe, and Interxion Holding N.V. (“Interxion”) (NYSE: INXN), a
European provider of data centre services, today announced that
discussions relating to their proposed all-share merger remain
ongoing and the companies continue to make good progress towards
completing mutual due diligence and finalising definitive
transaction documentation reflecting the agreed transaction terms
as announced on 11 February 2015.
In connection with this announcement, TelecityGroup and
Interxion have agreed to extend their agreement not to solicit or
discuss alternative proposals until after 9 March 2015.
Signing of a binding transaction agreement remains subject to,
amongst other things, satisfactory completion of mutual due
diligence and approval by the TelecityGroup and Interxion’s boards
of directors. There can be no certainty that a binding agreement
will be reached, nor as to the terms of such agreement.
About TelecityGroup
TelecityGroup is a provider of data centres in Europe, operating
highly connected facilities in key cities.
These data centres are the places in which the separate networks
that make up the internet meet and where bandwidth-intensive
applications, content and information are hosted. As such, they are
the key network hubs, or enabling environments, of the European
digital economy. 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
About Interxion
Interxion (NYSE: INXN) is a provider of data centre services in
Europe, serving a wide range of customers through 39 data centres
in 11 European countries. Interxion’s data centres offer customers
extensive security and uptime for their mission-critical
applications. With over 500 connectivity providers, 350 cloud
providers and 20 European Internet exchanges 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.
Other
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.
A copy of this announcement is also available, subject to
certain restrictions relating to persons resident in restricted
jurisdictions, on Interxion’s website at www.interxion.com.
The content of the websites referred to in this announcement are
not incorporated into and do not form part of this
announcement.
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 TelecityGroup’s
and Interxion’s expectations are the risks detailed herein and
other risks described from time to time in Interxion’s filings with
the United States Securities and Exchange Commission (the “SEC”).
In addition, the negotiations for the business combination may not
advance, and even if they do, it may not be possible to enter into
definitive documentation on satisfactory terms and complete the
proposed transaction.
Neither TelecityGroup nor Interxion assumes 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 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 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.
TelecityGroup:BrunswickSarah West /
Ben Fry / Helen Smith+44 (0)20 7404 5959orInterxion:Joele Frank, Wilkinson Brimmer
KatcherMatt Sherman / Mahmoud Siddig / Scott
Bisang+1-212-355-4449
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