8-KShareholder MattersOther EventsExhibits & Filings

DIGITAL REALTY TRUST, INC. 8-K Report, Shareholder Vote Results (Feb 28, 2020)

Filed February 28, 2020For Securities:DLRDLR-PJDLR-PKDLR-PL

Summary

This 8-K filing from Digital Realty Trust, Inc. (DLR) on February 28, 2020, details the results of a Special Meeting of stockholders held on February 27, 2020. The primary purpose of the meeting was to vote on the issuance of DLR common stock in connection with its previously announced acquisition of InterXion Holding N.V. (INXN). Investors will find it reassuring that both proposals put forth to the stockholders passed with overwhelming support, signaling strong approval for the INXN acquisition. The filing also confirms that DLR and INXN have received all necessary regulatory approvals, specifically from the French Ministry of Economy and Finance, for the transaction. This regulatory clearance is a significant step towards the consummation of the acquisition. While the transaction is subject to customary closing conditions, the satisfaction of regulatory approvals is a key de-risking event for the deal.

Key Highlights

  • 1Stockholder approval obtained for the issuance of DLR common stock to acquire InterXion Holding N.V. (INXN).
  • 2Proposal 1 (share issuance for INXN acquisition) passed with a substantial majority of votes.
  • 3Proposal 2 (adjournment to solicit proxies) also passed, indicating shareholder support for proceeding with the acquisition.
  • 4Received approval from the French Ministry of Economy and Finance, clearing a key regulatory hurdle for the INXN transaction.
  • 5All required regulatory approvals under the Purchase Agreement have now been obtained.
  • 6The Exchange Offer to acquire INXN shares is moving forward, subject to customary closing conditions.

Frequently Asked Questions

The Special Meeting was primarily held to vote on the issuance of Digital Realty Trust, Inc. (DLR) common stock to shareholders of InterXion Holding N.V. (INXN) as part of DLR's acquisition of INXN.

Yes, both proposals were overwhelmingly approved by DLR's stockholders. Proposal 1, to approve the share issuance for the INXN acquisition, and Proposal 2, to approve potential adjournments, received significant support.

Yes, the filing confirms that DLR and INXN have obtained all regulatory approvals required under the Purchase Agreement, including approval from the French Ministry of Economy and Finance. This satisfies a key condition for the transaction.

With stockholder approval and regulatory clearances in hand, the consummation of the acquisition remains subject to customary closing conditions. The exchange offer by DLR's subsidiary to purchase INXN shares is progressing.