Digital Realty Trust, Inc. (NYSE:DLR) entered into a definitive agreement to acquire InterXion Holding N.V. (NYSE:INXN) from David Ruberg and others for $7.2 billion on October 29, 2019. Under the terms of the definitive agreement, a subsidiary of Digital Realty will commence a tender offer to acquire all Interxion's issued and outstanding ordinary shares in exchange for 0.7067 shares of Digital Realty common stock for each Interxion ordinary share (subject to a minimum tender of at least 80% of Interxion's outstanding ordinary shares, which minimum may be reduced to 66 2/3% by Digital Realty). Upon completion of the transaction, Interxion shareholders will own approximately 20% of the outstanding common stock of the combined company. The transaction values Interxion at approximately $93.48 per ordinary share or approximately $8.4 billion of total enterprise value, including assumed net debt. Digital Realty expects to refinance the Interxion debt assumed in the transaction with a combination of investment grade corporate bonds and proceeds from other financings. Digital Realty Trust, Inc. intends to delist InterXion Holding N.V. post completion of the transaction. As on January 8, 2020, Digital Realty agreed to raise €1.7 billion ($2.1 billion) through its subsidiary Digital Dutch Finco, Digital Realty planned to use the net proceeds from such notes to be used for the repayment, redemption and/or discharge of debt of InterXion Holding. As of January 17, 2020, the offering is not conditioned upon the completion of the InterXion combination; however, if the InterXion combination is not consummated or the purchase agreement is terminated on or prior to January 27, 2021, Digital Realty Trust will be required to redeem all of the 2025 Notes and 2030 Notes at a redemption price equal to 101% of the principal amount. In addition, DLR or INXN may terminate the purchase agreement under certain circumstances, which may require DLR to pay INXN a termination fee of $254.3 million, or may require INXN to pay DLR a termination fee of $72.6 million.

As of the closing of the offer, the DLR board will consist of twelve members, with the eleven current DLR directors, Alexis Black Bjorlin, Laurence A. Chapman, Michael A. Coke, Kevin J. Kennedy, William G. LaPerch, VeraLinn Jamieson, Afshin Mohebbi, Mark R. Patterson, Mary Hogan Preusse, Dennis E. Singleton and A. William Stein, continuing as directors of DLR. In addition, INXN will designate one of the current members of its board of directors to join the DLR board. Digital Realty Chief Executive Officer A. William Stein will serve as Chief Executive Officer of the combined company. Interxion Chief Executive Officer David Ruberg will serve as the Chief Executive of the combined company's Europe, Middle East & Africa (EMEA) business, which will be branded “Interxion, a Digital Realty company” at the close of the transaction. Digital Realty Chief Financial Officer Andrew P. Power will serve as Chief Financial Officer of the combined company. The Board of Directors of the combined company will consist of nine board members designated by Digital Realty and one board member designated by Interxion. Laurence A. Chapman, the current Chairman of the Digital Realty Board of Directors, will serve as Chairman of the Board of Directors of the combined company. Each Independent Director shall resign from, and the company shall take such other action reasonably necessary to ensure that each such Independent Director ceases to be a director of the Board. As of the closing, the Board of Directors of Digital Realty Trust, Inc. will consist of ten members, with the nine current Digital Realty Trust, Inc. Directors, Laurence A. Chapman, Michael A. Coke, Kevin J. Kennedy, William G. LaPerch, Afshin Mohebbi, Mark R. Patterson, Mary Hogan Preusse, Dennis E. Singleton and A. William Stein, continuing as directors of Digital Realty Trust, Inc. In addition, INXN will designate one of the current members of its board of directors to join the board of directors of DLR as of the closing. All directors will serve until the next annual meeting of the stockholders of DLR (and until their successors have been duly elected and qualify).

Completion of the transaction is subject to customary closing conditions, including regulatory approvals, approval by shareholders of Interxion, shareholders of Digital Realty, effectiveness of the Form S-4 registration statement, approval of listing of the shares of Digital Realty Trust, Inc. common stock on the NYSE and minimum tender. The transaction is not subject to any financing condition. Interxion Chief Executive Officer David Ruberg, who controls approximately 1.3% of Interxion's outstanding ordinary shares, has entered into a tender and support agreement with Digital Realty pursuant to which he has agreed, among other things, to tender his shares in the tender offer and to vote in favor of the resolutions relating to the transaction at the Interxion extraordinary general meeting. The transaction has been unanimously approved by the Boards of Directors of both Digital Realty and Interxion. Board of Digital Realty Trust, Inc. recommends the shareholders to vote in favor of the transaction. The Extraordinary General Meeting of InterXion is scheduled to take place on February 27, 2020. If 95% or more of Interxion's ordinary shares are tendered, Interxion shareholders who did not tender will ultimately be squeezed out in accordance with a statutory Dutch court procedure in which they will receive cash in an amount determined under Dutch law. On January 23, 2020 an amendment agreement is signed as per which the minimum tender condition is reduced to 66 2/3% from 80%. On February 14, 2020, the transaction received clearance from the German Federal Ministry for Economic Affairs and Energy, the foreign investment regulatory authority. As a result, the transaction has received all but one regulatory approval required as a condition to consummate the transaction. As on February 27, 2020, the shareholders of InterXion approved all proposals related to the transaction. As on February 27, 2020, the shareholders of Digital Realty Trust shareholders has approved the transaction. InterXion and Digital Realty expect that the transaction will close in the first half of 2020. The transaction is expected to close in second quarter of 2020

BofA Securities, Credit Suisse and Morgan Stanley acted as financial advisors and Julian Kleindorfer, Charles K. Ruck and David M. Wheeler of Latham & Watkins LLP and Paul Cronheim of De Brauw Blackstone Westbroek N.V. acted as legal advisors for Digital Realty. BofA Securities also provided fairness opinion to DLR. DLR has agreed to pay BofA Securities for its services in connection with the transactions an aggregate fee of $14 million, $1 million of which was payable upon delivery of its opinion. Guggenheim Securities acted as financial advisor and rendered a fairness opinion to Interxion, and Moelis & Company also rendered a fairness opinion to Interxion and will receive a fee of $2 million. In addition, Interxion has agreed to reimburse Moelis for certain expenses and to indemnify Moelis against certain liabilities arising out of its engagement. Interxion will pay $4 million to Guggenheim for the services rendered as financial advisor. Jeffrey J. Rosen, William D. Regner and Sue Meng of Debevoise & Plimpton LLP and Bas Vletter of Greenberg Traurig, LLP (Amsterdam) acted as legal advisors for Interxion. Daniel Hasler of Homburger AG acted as legal advisor to Digital Realty Trust, Inc. Okapi Partners LLC acted as proxy solicitor for Digital Realty Trust, Inc. against a fee of $0.1 million. The transaction is expected to be accretive to the long-term growth trajectory of the combined organization. Innisfree M&A Inc. acted as the information agent for InterXion for a fee not to exceed $0.05 million. All expenses of solicitation of proxies will be borne by the Company.

Digital Realty Trust, Inc. (NYSE:DLR) completed the acquisition of InterXion Holding N.V. (NYSE:INXN) from David Ruberg and others on March 12, 2020.