Item 8.01 Other Events.
As previously announced, on
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
The unaudited condensed consolidated interim financial statements of InterXion
as of
(b) Pro Forma Financial Information.
The unaudited pro forma condensed combined balance sheet as of
(d) Exhibits. Exhibit No. Description 23.1 Consent ofKPMG Accountants N.V. 99.1 Unaudited condensed consolidated interim financial statements of InterXion Holding N.V. as ofSeptember 30, 2019 and for the three and nine months endedSeptember 30, 2019 and 2018. 99.2 Audited financial statements of InterXion Holding N.V. as of and for the years endedDecember 31, 2018 , 2017 and 2016. 99.3 InterXion Holding N.V. Management's Annual Report on Internal Control Over Financial Reporting as ofDecember 31, 2018 . 99.4 Report ofKPMG as to the Internal Control Over Financial Reporting of InterXion Holding N.V. as ofDecember 31, 2018 . 99.5 Unaudited pro forma condensed combined financial information ofDigital Realty Trust, Inc. as ofSeptember 30, 2019 and for the year endedDecember 31, 2018 and the nine months endedSeptember 30, 2019 . 99.6 Unaudited pro forma condensed combined financial information ofDigital Realty Trust, L.P. as ofSeptember 30, 2019 and for the year endedDecember 31, 2018 and the nine months endedSeptember 30, 2019 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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Additional Information and Where to Find It
This communication is for information purposes only and does not constitute an
offer to sell or the solicitation of an offer to buy any securities or a
solicitation of any proxy, vote or approval with respect to the proposed
transaction or otherwise, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such
jurisdiction. In connection with the proposed transactions, DLR intends to file
a Registration Statement on Form S-4 with the
BEFORE MAKING ANY VOTING OR INVESTMENT DECISION OR DECISION WITH RESPECT TO THE EXCHANGE OFFER, WE URGE INVESTORS OF DLR AND INTERXION TO READ CAREFULLY THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS, SCHEDULE TO (INCLUDING AN OFFER TO PURCHASE, RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND SCHEDULE 14D-9, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND OTHER RELEVANT DOCUMENTS FILED BY DLR AND INTERXION WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT DLR, INTERXION AND THE PROPOSED TRANSACTIONS.
Investors will be able to obtain free copies of the Registration Statement, proxy statement/prospectus, Schedule TO and Schedule 14D-9, as each may be amended from time to time, and other relevant documents filed by DLR and InterXion with theSEC (when they become available) at http://www.sec.gov, theSEC's website, or free of charge from DLR's website (http://www.digitalrealty.com) or by contacting DLR's Investor Relations Department at (415) 848-9311. These documents are also available free of charge from InterXion's website (http://www.interxion.com) or by contacting InterXion's Investor Relations Department at (813) 644-9399. Participants in the Solicitation DLR, InterXion and their respective directors and certain of their executive officers and employees may be deemed, underSEC rules, to be participants in the solicitation of proxies from DLR's and InterXion's shareholders in connection with the proposed transactions. Information regarding the officers and directors of DLR is included in its definitive proxy statement for its 2019 annual meeting filed with theSEC onApril 1, 2019 . Information regarding the officers and directors of InterXion and their ownership of InterXion ordinary shares is set forth in InterXion's Annual Report on Form 20-F, which was filed with theSEC onApril 30, 2019 . Additional information regarding the persons who may be deemed participants and their interests will be set forth in the Registration Statement and proxy statement/prospectus and other materials when they are filed withSEC in connection with the proposed transactions. Free copies of these documents may be obtained as described in the paragraphs above. Note Regarding Forward-Looking Statements DLR and InterXion caution that statements in this communication that are forward-looking, and provide other than historical information, involve risks, contingencies and uncertainties that may impact actual results of operations of DLR, InterXion and the combined company. These forward-looking statements include, among other things, statements about anticipated satisfaction of closing conditions and completion of the proposed transactions contemplated by the purchase agreement between them. Although we believe that the expectations reflected in those forward-looking statements are reasonable, we can give no assurance that those expectations will prove to have been correct. Those statements are made by using various underlying assumptions and are subject to numerous risks, contingencies and uncertainties, including, among others: the ability of DLR and InterXion to obtain the regulatory and shareholder approvals necessary to complete the anticipated combination, on the anticipated timeline or at all; the risk that a condition to the closing of the anticipated combination may not be satisfied, on the anticipated timeline or at all or that the anticipated combination may fail to close; the outcome of any legal proceedings, regulatory proceedings or enforcement matters that may be instituted relating to the anticipated combination; the costs incurred to consummate the anticipated combination; the possibility that the expected synergies from the anticipated combination will not be realized, or will not be realized within the expected time period; difficulties related to the integration of the two companies; disruption from the anticipated combination
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making it more difficult to maintain relationships with customers, employees,
regulators or suppliers; the diversion of management time and attention on the
anticipated combination; adverse changes in the markets in which DLR and
InterXion operate or credit markets; and changes in the terms, scope or timing
of contracts, contract cancellations, and other modifications and actions by
customers and other business counterparties of DLR and InterXion. If one or more
of these risks materialize, or if underlying assumptions prove incorrect, actual
results may vary materially from those expected. You should not place undue
reliance on forward-looking statements. For a more complete discussion of these
and other risk factors, please see (i) DLR's and DLR OP's filings with the
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