8-KOther EventsExhibits & Filings

DIGITAL REALTY TRUST, INC. 8-K Report, Corporate Update (Dec 4, 2019)

Filed December 4, 2019For Securities:DLRDLR-PJDLR-PKDLR-PL

Summary

This 8-K filing from Digital Realty Trust, Inc. (DLR) provides an update on the previously announced acquisition of InterXion Holding N.V. The key information for investors revolves around the progress of this significant transaction, which is structured as an exchange offer where DLR will offer its common stock in exchange for InterXion shares. The company has filed financial statements and pro forma information for InterXion to support the transaction, indicating that regulatory and shareholder approvals are still pending, with an expected closing in 2020. Investors should note that the filing also includes important disclaimers and information on where to find further details regarding the transaction. This includes details about the upcoming registration statement (Form S-4), tender offer statement (Schedule TO), and solicitation/recommendation statement (Schedule 14D-9). These documents will contain crucial information for making informed voting and investment decisions concerning the proposed acquisition. DLR also reiterates the risks and uncertainties associated with the transaction, emphasizing that actual results could differ materially from forward-looking statements.

Key Highlights

  • 1Digital Realty Trust (DLR) provides an update on its acquisition of InterXion Holding N.V. via an exchange offer.
  • 2The transaction involves DLR offering its common stock in exchange for InterXion ordinary shares.
  • 3Financial statements and pro forma information for InterXion have been filed to support the acquisition.
  • 4The acquisition is expected to close in 2020, subject to DLR and InterXion shareholder approvals and other customary conditions.
  • 5Key regulatory filings, including a Form S-4, Schedule TO, and Schedule 14D-9, are planned to be made.
  • 6DLR has included a "Note Regarding Forward-Looking Statements" detailing risks and contingencies that could impact the transaction's completion and future results.
  • 7Investors are urged to review upcoming filings for comprehensive information on the proposed transaction.

Frequently Asked Questions

This 8-K filing serves as an update on the ongoing acquisition of InterXion Holding N.V. by Digital Realty Trust (DLR). It details the progress of the exchange offer, the filing of InterXion's financial and pro forma information, and outlines the next steps and required approvals for the transaction.

The acquisition of InterXion is expected to close in 2020. However, this is contingent upon receiving necessary shareholder approvals from both DLR and InterXion, as well as fulfilling other customary closing conditions.

Investors can find more detailed information in upcoming filings with the SEC, including DLR's Registration Statement on Form S-4 (which will contain a proxy statement/prospectus), InterXion's Solicitation/Recommendation Statement on Schedule 14D-9, and DLR's subsidiary's Tender Offer Statement on Schedule TO. These documents will be made available on the SEC's website and the companies' respective websites once filed.

The filing includes unaudited condensed consolidated interim financial statements of InterXion as of September 30, 2019, and for the three and nine months ended September 30, 2019 and 2018. It also includes audited financial statements for the years ended December 31, 2018, 2017, and 2016, along with management's and auditor's reports on internal control over financial reporting as of December 31, 2018.