8-KMaterial AgreementsExhibits & Filings

DIGITAL REALTY TRUST, INC. 8-K Report, Material Agreement (Jan 27, 2020)

Filed January 27, 2020For Securities:DLRDLR-PJDLR-PKDLR-PL

Summary

This 8-K filing from Digital Realty Trust, Inc. (DLR) details an amendment to the Purchase Agreement related to its acquisition of InterXion Holding N.V. The primary update concerns the minimum tender condition for the exchange offer. Specifically, Amendment No. 1 introduces a provision that if DLR or its buyer reduces the minimum tender condition from 80% to 66 2/3% of InterXion's outstanding ordinary shares, the exchange offer expiration will be extended by five business days, replacing a prior three-day subsequent offering period. This change offers greater flexibility in achieving the transaction's closing conditions. Investors should note that this amendment aims to facilitate the successful completion of the InterXion acquisition. The filing also reiterates the importance of reviewing all related SEC filings, including the forthcoming proxy statement/prospectus and tender offer statements, for comprehensive information regarding the proposed transaction. DLR emphasizes the risks and uncertainties associated with the transaction, as detailed in its and InterXion's SEC filings.

Key Highlights

  • 1Digital Realty Trust (DLR) has amended its Purchase Agreement for the acquisition of InterXion Holding N.V.
  • 2The amendment modifies the conditions and timeline for the exchange offer expiration.
  • 3If the minimum tender condition is lowered from 80% to 66 2/3%, the exchange offer period will be extended by five business days.
  • 4This extension replaces a previous three-day subsequent offering period.
  • 5The amendment also addresses procedures for compulsory acquisition and the cash consideration for non-tendering shareholders.
  • 6DLR reminds investors to consult all relevant SEC filings for detailed information on the proposed transaction.
  • 7The filing includes standard forward-looking statements and risk factor discussions related to the acquisition.

Frequently Asked Questions

The main change is an adjustment to the exchange offer's expiration timeline. If DLR or its buyer decides to lower the minimum tender condition from 80% to 66 2/3% of InterXion's outstanding ordinary shares, the exchange offer expiration will be extended by five business days, replacing a prior three-day subsequent offering period.

These changes appear designed to provide DLR with more flexibility in meeting the closing conditions for the acquisition of InterXion. Lowering the minimum tender threshold and extending the offer period can help ensure the transaction's successful completion, especially if initial tender rates are lower than anticipated.

InterXion shareholders may have an extended period to consider tendering their shares if the minimum tender condition is reduced. The amendment also clarifies that if a compulsory acquisition is initiated, the cash consideration for non-tendering shareholders will not be less than the offer consideration for tendered shares.

DLR directs investors to review its and InterXion's SEC filings, including the Registration Statement on Form S-4, proxy statement/prospectus, Tender Offer Statement on Schedule TO, and Solicitation/Recommendation Statement on Schedule 14D-9, once they become available. These documents will contain comprehensive details about the proposed transaction and can be accessed on the SEC's website or DLR's and InterXion's investor relations pages.