CyrusOne Inc. (NASDAQ: CONE) (the “Company” or “CyrusOne”), a
premier global data center REIT, today announced its stockholders
approved the previously announced merger pursuant to which funds
managed by KKR, a leading global investment firm, and Global
Infrastructure Partners (“GIP”), one of the world’s leading
infrastructure investors, will acquire all outstanding shares of
common stock of the Company. At a virtual special meeting held
today, the proposal to approve the merger, the merger agreement and
the other transactions contemplated by the merger agreement was
approved by 78.41% of the common stock outstanding and entitled to
vote, and more than 99.5% of the votes cast. Detailed information
regarding the voting results will be made available by the Company
in a Form 8-K filed with the U.S. Securities and Exchange
Commission (“SEC”).
“Today’s vote and approval by CyrusOne stockholders is a
reflection of the significant value and resources KKR and GIP will
provide for CyrusOne and its customers as the company continues to
scale globally,” said Lynn Wentworth, Chair of the CyrusOne Board
of Directors. “KKR and GIP will provide resources and expertise to
accelerate CyrusOne’s ability to help our customers scale their
mission-critical infrastructure, and we are excited for the road
ahead.”
Upon the closing of the merger, each issued and outstanding
share of common stock of the Company will be converted into the
right to receive $90.50 in cash in a transaction valued at
approximately $15 billion, including the assumption of debt.
Subject to the satisfaction of customary closing conditions, the
merger is expected to close in the second quarter of 2022. The
terms and conditions of the merger are further described in a Form
8-K filed with the SEC on November 15, 2021 and the Definitive
Proxy Statement filed with the SEC on December 30, 2021.
About CyrusOne
CyrusOne (NASDAQ: CONE) is a premier global REIT specializing in
design, construction and operation of more than 50 high-performance
data centers worldwide. The Company provides mission-critical
facilities that ensure the continued operation of IT infrastructure
for approximately 1,000 customers, including approximately 200
Fortune 1000 companies.
A leader in hybrid-cloud and multi-cloud deployments, CyrusOne
offers colocation, hyperscale, and build-to-suit environments that
help customers enhance the strategic connection of their essential
data infrastructure and support achievement of sustainability
goals. CyrusOne data centers offer world-class flexibility,
enabling clients to modernize, simplify, and rapidly respond to
changing demand. Combining exceptional financial strength with a
broad global footprint, CyrusOne provides customers with long-term
stability and strategic advantage at scale.
About KKR
KKR is a leading global investment firm that offers alternative
asset management and capital markets and insurance solutions. KKR
aims to generate attractive investment returns by following a
patient and disciplined investment approach, employing world-class
people and supporting growth in its portfolio companies and
communities. KKR sponsors investment funds that invest in private
equity, credit and real assets and has strategic partners that
manage hedge funds. KKR’s insurance subsidiaries offer retirement,
life and reinsurance products under the management of The Global
Atlantic Financial Group. References to KKR’s investments may
include the activities of its sponsored funds and insurance
subsidiaries. For additional information about KKR & Co. Inc.
(NYSE: KKR), please visit KKR’s website at www.kkr.com and on
Twitter @KKR_Co.
About Global Infrastructure Partners
Established in 2006, GIP is one of the world’s leading
specialist infrastructure investors. The funds and investment
platforms managed by GIP make equity and debt investments in
infrastructure assets and businesses in both OECD and selected
emerging market countries, targeting investments in the energy,
transport, water / waste, and digital infrastructure sectors where
GIP possesses deep experience and relationships. GIP has 10 offices
around the world with major hubs in New York, Stamford, London,
Sydney, Hong Kong and Mumbai. GIP manages approximately US$77
billion for its investors. Our funds own 46 current portfolio
companies which have combined annual revenues of US$40 billion and
employ in excess of 63,000 people. Further information can be found
on GIP’s website at www.global-infra.com.
Cautionary Statement Regarding Forward-Looking
Statements
The information included herein, together with other statements
and information publicly disseminated by CyrusOne, contains certain
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. CyrusOne intends such
forward-looking statements to be covered by the safe harbor
provisions for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995 and include this statement
for purposes of complying with these safe harbor provisions.
In particular, statements pertaining to CyrusOne’s capital
resources, portfolio performance, financial condition and results
of operations contain certain forward-looking statements. Likewise,
all of CyrusOne’s statements regarding anticipated growth in
CyrusOne’s funds from operations and anticipated market conditions,
demographics and results of operations are forward-looking
statements. You can identify forward-looking statements by the use
of forward-looking terminology such as “believes,” “expects,”
“may,” “will,” “should,” “seeks,” “approximately,” “intends,”
“plans,” “estimates” or “anticipates” or the negative of these
words and phrases or similar words or phrases that are predictions
of or indicate future events or trends and that do not relate
solely to historical matters. You can also identify forward-looking
statements by discussions of strategy, plans or intentions.
Forward-looking statements involve numerous risks and uncertainties
and you should not rely on them as predictions of future events.
Forward-looking statements depend on assumptions, data or methods
that may be incorrect or imprecise and we may not be able to
realize them. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those anticipated,
estimated or projected.
The following factors, among others, could cause actual results
and future events to differ materially from those set forth or
contemplated in the forward-looking statements: (i) CyrusOne’s
proposed merger with the acquiring consortium (the “Buyer”) may not
be completed in a timely manner or at all, including the risk that
any required regulatory approvals are not obtained, are delayed or
are subject to unanticipated conditions that could adversely affect
CyrusOne or the expected benefits of the proposed merger; (ii) the
failure to realize the anticipated benefits of the proposed merger;
(iii) the ability of Buyer to obtain debt financing in connection
with the proposed merger; (iv) the possibility that any or all of
the various conditions to the consummation of the merger may not be
satisfied or waived, including the failure to receive any required
regulatory approvals from any applicable governmental entities (or
any conditions, limitations or restrictions placed on such
approvals); (v) the occurrence of any event, change or other
circumstance that could give rise to the termination of the merger,
including in circumstances which would require CyrusOne to pay a
termination fee or other expenses; (vi) the effect of the
announcement or pendency of the merger on CyrusOne’s ability to
retain and hire key personnel, its ability to maintain
relationships with its customers, suppliers and others with whom it
does business, or its operating results and business generally;
(vii) risks related to diverting management’s attention from
CyrusOne’s ongoing business operations; (viii) the potential
widespread and highly uncertain impact of public health outbreaks,
epidemics and pandemics, such as the COVID-19 pandemic; (ix) loss
of key customers; (x) indemnification and liability provisions as
well as service level commitments in CyrusOne’s contracts with
customers imposing significant costs on CyrusOne in the event of
losses; (xi) economic downturn, natural disaster or oversupply of
data centers in the limited geographic areas that CyrusOne serves;
(xii) risks related to the development of CyrusOne’s properties
including, without limitation, obtaining applicable permits, power
and connectivity and CyrusOne’s ability to successfully lease those
properties; (xiii) weakening in the fundamentals for data center
real estate, including but not limited to, increased competition,
falling market rents, decreases in or slowed growth of global data,
e-commerce and demand for outsourcing of data storage and
cloud-based applications; (xiv) loss of access to key third-party
service providers and suppliers; (xv) risks of loss of power or
cooling which may interrupt CyrusOne’s services to its customers;
(xvi) inability to identify and complete acquisitions and operate
acquired properties; (xvii) CyrusOne’s failure to obtain necessary
outside financing on favorable terms, or at all; (xviii)
restrictions in the instruments governing CyrusOne’s indebtedness;
(xix) risks related to environmental, social and governance
matters; (xx) unknown or contingent liabilities related to
CyrusOne’s acquisitions; (xxi) significant competition in
CyrusOne’s industry; (xxii) recent turnover, or the further loss
of, any of CyrusOne’s key personnel; (xxiii) risks associated with
real estate assets and the industry; (xxiv) failure to maintain
CyrusOne’s status as a real estate investment trust (“REIT”) or to comply with the highly technical and
complex REIT provisions of the Internal Revenue Code of 1986, as
amended (the “Code”); (xxv) REIT
distribution requirements could adversely affect CyrusOne’s ability
to execute its business plan; (xvi) insufficient cash available for
distribution to stockholders; (xvii) future offerings of debt may
adversely affect the market price of CyrusOne’s common stock;
(xxviii) increases in market interest rates will increase
CyrusOne’s borrowing costs and may drive potential investors to
seek higher dividend yields and reduce demand for CyrusOne’s common
stock; (xxix) market price and volume of stock could be volatile;
(xxx) risks related to regulatory changes impacting CyrusOne’s
customers and demand for colocation space in particular
geographies; (xxxi) CyrusOne’s international activities, including
those conducted as a result of land acquisitions and with respect
to leased land and buildings, are subject to special risks
different from those faced by CyrusOne in the United States;
(xxxii) the continuing uncertainty about the future relationship
between the United Kingdom and the European Union following the
United Kingdom’s withdrawal from the European Union; (xxxiiii)
expanded and widened price increases in certain selective materials
for data center development capital expenditures due to
international trade negotiations; (xxxiv) a failure to comply with
anti-corruption laws and regulations; (xxxv) legislative or other
actions relating to taxes; (xxxvi) any significant security breach
or cyber-attack on CyrusOne or its key partners or customers;
(xxxvii) the ongoing trade conflict between the United States and
the People’s Republic of China; (xxxviii) increased operating costs
and capital expenditures at CyrusOne’s facilities, including those
resulting from higher utilization by CyrusOne’s customers, general
market conditions and inflation, exceeding revenue growth; and
(xxxix) other factors affecting the real estate and technology
industries generally.
While forward-looking statements reflect CyrusOne’s good faith
beliefs, they are not guarantees of future performance. For a
further discussion of these and other factors that could impact
CyrusOne’s future results, performance or transactions, see Part I,
Item 1A. “Risk Factors” of CyrusOne’s Annual Report on Form 10-K
for the year ended December 31, 2020, and CyrusOne’s other filings
with the SEC. Given these risks and uncertainties, investors should
not place undue reliance on forward-looking statements as a
prediction of actual results. We disclaim any obligation other than
as required by law to publicly update or revise any forward-looking
statement to reflect changes in underlying assumptions or factors
or for new information, data or methods, future events or other
changes.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220201006089/en/
Investor Relations Michael Schafer Senior Vice President,
Finance 972-350-0060 investorrelations@cyrusone.com Media
For CyrusOne Joele Frank, Wilkinson Brimmer Katcher Barrett Golden
/ Andrew Siegel 212-355-4449 For KKR: Cara Major (212) 750-8300
media@kkr.com For Global Infrastructure Partners: Media Inquiries
Team +1 646-282-1545 mediainquiries@global-infra.com
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