CyrusOne Common Stockholders to Receive $90.50
Per Share in Cash, Representing a Premium of 25% to CyrusOne’s
Closing Stock Price of $72.57 on September 27, 2021
CyrusOne Inc. (NASDAQ: CONE) (the “Company” or “CyrusOne”), a
premier global data center REIT, KKR, a leading global investment
firm, and Global Infrastructure Partners (“GIP”), one of the
world’s leading infrastructure investors, today announced a
definitive agreement pursuant to which KKR and GIP will acquire all
outstanding shares of common stock of CyrusOne for $90.50 per share
in an all-cash transaction valued at approximately $15 billion,
including the assumption of debt.
The $90.50 per share purchase price reflects a premium of
approximately 25% to CyrusOne’s unaffected closing stock price on
September 27, 2021, the last full trading day prior to published
market speculation regarding a potential sale of the Company.
“This transaction is a testament to the tremendous work by the
entire CyrusOne team. We have built one of the world’s leading data
center companies with a presence across key U.S. and international
markets supporting our customers’ mission-critical digital
infrastructure requirements while creating significant value for
our stockholders,” said Dave Ferdman, Co-Founder and interim
President and Chief Executive Officer of CyrusOne. “KKR and GIP
will provide substantial additional resources and expertise to
accelerate our global expansion and help us deliver the timely and
reliable solutions at scale that our customers value.”
“Today’s announcement is the culmination of a robust strategic
review process conducted by the CyrusOne Board of Directors to
determine the best path forward for the Company and maximize
stockholder value,” said Lynn Wentworth, Chair of the CyrusOne
Board of Directors. “This transaction provides CyrusOne
stockholders with significant value and simultaneously positions
the Company to even better serve its customers to meet their needs
in key markets around the world.”
“CyrusOne has built one of the strongest data center companies
in the world and has a strong track record of development and
operational expertise in addition to delivering best-in-class
service to its customers. We are excited to work together with the
Company’s proven team to build on CyrusOne’s market leadership and
support their customers’ growing data center infrastructure
requirements,” said Waldemar Szlezak, Managing Director at KKR, and
Will Brilliant, Partner at GIP. “We see numerous opportunities
ahead to continue expanding CyrusOne’s footprint across key global
digital gateway markets and look forward to leveraging our global
resources, access to long term capital and deep expertise to
support the Company’s growth.”
Transaction Approvals and Timing
The transaction, which was unanimously approved by the CyrusOne
Board of Directors, is not subject to a financing condition and is
expected to close in the second quarter of 2022, subject to
satisfaction of customary closing conditions, including regulatory
approvals and approval by CyrusOne stockholders.
Upon completion of the transaction, CyrusOne will be a privately
held company wholly owned by KKR and GIP and CyrusOne’s common
stock will no longer be listed on any public market. KKR’s
investment is being made primarily from its global infrastructure
and real estate equity strategies, and GIP’s investment is being
made from its global infrastructure funds.
Advisors
Morgan Stanley & Co. LLC and DH Capital, LLC are acting as
financial advisors to CyrusOne and Cravath, Swaine & Moore LLP,
Venable LLP and Eversheds Sutherland (International) LLP are acting
as its legal counsel.
Goldman Sachs & Co., Barclays, Wells Fargo Securities, LLC,
Citigroup and J.P. Morgan are acting as financial advisors to KKR
and GIP, with KKR Capital Markets leading the structuring on the
financing. Kirkland & Ellis LLP and Dentons (UK & Europe)
are acting as legal counsel to the acquiring consortium and KKR,
and Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as
legal counsel to GIP.
About CyrusOne
CyrusOne (NASDAQ: CONE) is a premier global REIT specializing in
design, construction and operation of more than 50 high-performance
data centers worldwide. The Company provides mission-critical
facilities that ensure the continued operation of IT infrastructure
for approximately 1,000 customers, including approximately 200
Fortune 1000 companies.
A leader in hybrid-cloud and multi-cloud deployments, CyrusOne
offers colocation, hyperscale, and build-to-suit environments that
help customers enhance the strategic connection of their essential
data infrastructure and support achievement of sustainability
goals. CyrusOne data centers offer world-class flexibility,
enabling clients to modernize, simplify, and rapidly respond to
changing demand. Combining exceptional financial strength with a
broad global footprint, CyrusOne provides customers with long-term
stability and strategic advantage at scale.
About KKR
KKR is a leading global investment firm that offers alternative
asset management and capital markets and insurance solutions. KKR
aims to generate attractive investment returns by following a
patient and disciplined investment approach, employing world-class
people and supporting growth in its portfolio companies and
communities. KKR sponsors investment funds that invest in private
equity, credit and real assets and has strategic partners that
manage hedge funds. KKR’s insurance subsidiaries offer retirement,
life and reinsurance products under the management of The Global
Atlantic Financial Group. References to KKR’s investments may
include the activities of its sponsored funds and insurance
subsidiaries. For additional information about KKR & Co. Inc.
(NYSE: KKR), please visit KKR’s website at www.kkr.com and on
Twitter @KKR_Co.
About Global Infrastructure Partners
Established in 2006, GIP is one of the world’s leading
infrastructure investors. The funds and investment platforms
managed by GIP make equity and debt investments in infrastructure
assets and businesses in both OECD and selected emerging market
countries, targeting investments in the energy, transport, digital,
water / waste and infrastructure sectors where GIP possesses deep
experience and relationships. GIP has 10 offices around the world
with major hubs in New York, Stamford, London, Sydney, Hong Kong
and Mumbai. GIP manages over US$79 billion for its investors. GIP’s
funds currently own 40 portfolio companies which have combined
annual revenues of c. US$34 billion and employ in excess of 58,000
people. Further information can be found on GIP’s website at
www.global-infra.com.
Additional Information and Where to Find It
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or constitute a
solicitation of any vote or approval.
In connection with the proposed merger, CyrusOne will file with
the Securities and Exchange Commission (the “SEC”) a proxy statement on Schedule 14A. Promptly
after filing its definitive proxy statement with the SEC, CyrusOne
intends to mail the definitive proxy statement and a proxy card to
each stockholder entitled to vote at the special meeting relating
to the proposed merger. INVESTORS AND STOCKHOLDERS OF CYRUSONE ARE
URGED TO READ THE PROXY STATEMENT (INCLUDING ALL AMENDMENTS AND
SUPPLEMENTS THERETO) AND OTHER DOCUMENTS RELATING TO THE PROPOSED
MERGER THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR
ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. Stockholders will
be able to obtain free copies of the proxy statement and other
documents containing important information about CyrusOne once such
documents are filed with the SEC, through the website maintained by
the SEC at http://www.sec.gov or free of charge from CyrusOne by
directing a request to CyrusOne’s Investor Relations Department at
972-350-0060 or investorrelations@cyrusone.com.
Participants in the Solicitation
CyrusOne and its directors and executive officers may be deemed
to be participants in the solicitation of proxies from CyrusOne’s
stockholders in connection with the proposed merger. Information
about the directors and executive officers of CyrusOne is set forth
in its proxy statement for its 2021 annual meeting of stockholders
on Schedule 14A filed with the SEC on April 8, 2021, and its Annual
Report on Form 10-K for the fiscal year ended December 31, 2020,
which was filed with the SEC on February 19, 2021. Other
information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests, by
security holdings or otherwise, will be contained in the proxy
statement and other relevant materials to be filed with the SEC
when they become available.
Cautionary Statement Regarding Forward-Looking
Statements
The information included herein, together with other statements
and information publicly disseminated by CyrusOne, contains certain
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. CyrusOne intends such
forward-looking statements to be covered by the safe harbor
provisions for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995 and include this statement
for purposes of complying with these safe harbor provisions.
In particular, statements pertaining to CyrusOne’s capital
resources, portfolio performance, financial condition and results
of operations contain certain forward-looking statements. Likewise,
all of CyrusOne’s statements regarding anticipated growth in
CyrusOne’s funds from operations and anticipated market conditions,
demographics and results of operations are forward-looking
statements. You can identify forward-looking statements by the use
of forward-looking terminology such as “believes,” “expects,”
“may,” “will,” “should,” “seeks,” “approximately,” “intends,”
“plans,” “estimates” or “anticipates” or the negative of these
words and phrases or similar words or phrases that are predictions
of or indicate future events or trends and that do not relate
solely to historical matters. You can also identify forward-looking
statements by discussions of strategy, plans or intentions.
Forward-looking statements involve numerous risks and uncertainties
and you should not rely on them as predictions of future events.
Forward-looking statements depend on assumptions, data or methods
that may be incorrect or imprecise and we may not be able to
realize them. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those anticipated,
estimated or projected.
The following factors, among others, could cause actual results
and future events to differ materially from those set forth or
contemplated in the forward-looking statements: (i) CyrusOne’s
proposed merger with the acquiring consortium (the “Buyer”) may not be completed in a timely manner or
at all, including the risk that any required regulatory approvals
are not obtained, are delayed or are subject to unanticipated
conditions that could adversely affect CyrusOne or the expected
benefits of the proposed merger or that the approval of CyrusOne’s
stockholders is not obtained; (ii) the failure to realize the
anticipated benefits of the proposed merger; (iii) the ability of
Buyer to obtain debt financing in connection with the proposed
merger; (iv) the possibility that competing offers or acquisition
proposals for CyrusOne will be made; (v) the possibility that any
or all of the various conditions to the consummation of the merger
may not be satisfied or waived, including the failure to receive
any required regulatory approvals from any applicable governmental
entities (or any conditions, limitations or restrictions placed on
such approvals); (vi) the occurrence of any event, change or other
circumstance that could give rise to the termination of the merger,
including in circumstances which would require CyrusOne to pay a
termination fee or other expenses; (vii) the effect of the
announcement or pendency of the merger on CyrusOne’s ability to
retain and hire key personnel, its ability to maintain
relationships with its customers, suppliers and others with whom it
does business, or its operating results and business generally;
(viii) risks related to diverting management’s attention from
CyrusOne’s ongoing business operations; (ix) the risk that
shareholder litigation in connection with the merger may result in
significant costs of defense, indemnification and liability; (x)
the potential widespread and highly uncertain impact of public
health outbreaks, epidemics and pandemics, such as the COVID-19
pandemic; (xi) loss of key customers; (xii) indemnification and
liability provisions as well as service level commitments in
CyrusOne’s contracts with customers imposing significant costs on
CyrusOne in the event of losses; (xiii) economic downturn, natural
disaster or oversupply of data centers in the limited geographic
areas that CyrusOne serves; (xiv) risks related to the development
of CyrusOne’s properties including, without limitation, obtaining
applicable permits, power and connectivity and CyrusOne’s ability
to successfully lease those properties; (xv) weakening in the
fundamentals for data center real estate, including but not limited
to, increased competition, falling market rents, decreases in or
slowed growth of global data, e-commerce and demand for outsourcing
of data storage and cloud-based applications; (xvi) loss of access
to key third-party service providers and suppliers; (xvii) risks of
loss of power or cooling which may interrupt CyrusOne’s services to
its customers; (xviii) inability to identify and complete
acquisitions and operate acquired properties; (xix) CyrusOne’s
failure to obtain necessary outside financing on favorable terms,
or at all; (xx) restrictions in the instruments governing
CyrusOne’s indebtedness; (xxi) risks related to environmental,
social and governance matters; (xxii) unknown or contingent
liabilities related to CyrusOne’s acquisitions; (xxiii) significant
competition in CyrusOne’s industry; (xxiv) recent turnover, or the
further loss of, any of CyrusOne’s key personnel; (xxv) risks
associated with real estate assets and the industry; (xxvi) failure
to maintain CyrusOne’s status as a real estate investment trust
(“REIT”) or to comply with the highly
technical and complex REIT provisions of the Internal Revenue Code
of 1986, as amended (the “Code”);
(xxvii) REIT distribution requirements could adversely affect
CyrusOne’s ability to execute its business plan; (xviii)
insufficient cash available for distribution to stockholders;
(xxix) future offerings of debt may adversely affect the market
price of CyrusOne’s common stock; (xxx) increases in market
interest rates will increase CyrusOne’s borrowing costs and may
drive potential investors to seek higher dividend yields and reduce
demand for CyrusOne’s common stock; (xxxi) market price and volume
of stock could be volatile; (xxxii) risks related to regulatory
changes impacting CyrusOne’s customers and demand for colocation
space in particular geographies; (xxxiii) CyrusOne’s international
activities, including those conducted as a result of land
acquisitions and with respect to leased land and buildings, are
subject to special risks different from those faced by CyrusOne in
the United States; (xxxiv) the continuing uncertainty about the
future relationship between the United Kingdom and the European
Union following the United Kingdom’s withdrawal from the European
Union; (xxxv) expanded and widened price increases in certain
selective materials for data center development capital
expenditures due to international trade negotiations; (xxxvi) a
failure to comply with anti-corruption laws and regulations;
(xxxvii) legislative or other actions relating to taxes; (xxxviii)
any significant security breach or cyber-attack on CyrusOne or its
key partners or customers; (xxxix) the ongoing trade conflict
between the United States and the People’s Republic of China; (xl)
increased operating costs and capital expenditures at CyrusOne’s
facilities, including those resulting from higher utilization by
CyrusOne’s customers, general market conditions and inflation,
exceeding revenue growth; and (xli) other factors affecting the
real estate and technology industries generally.
While forward-looking statements reflect CyrusOne’s good faith
beliefs, they are not guarantees of future performance. For a
further discussion of these and other factors that could impact
CyrusOne’s future results, performance or transactions, see Part I,
Item 1A. “Risk Factors” of CyrusOne’s Annual Report on Form 10-K
for the year ended December 31, 2020, and CyrusOne’s other filings
with the SEC. Given these risks and uncertainties, investors should
not place undue reliance on forward-looking statements as a
prediction of actual results. We disclaim any obligation other than
as required by law to publicly update or revise any forward-looking
statement to reflect changes in underlying assumptions or factors
or for new information, data or methods, future events or other
changes.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20211115005707/en/
Investor Relations Michael Schafer Senior Vice President,
Finance 972-350-0060 investorrelations@cyrusone.com Media
For CyrusOne Joele Frank, Wilkinson Brimmer Katcher Barrett
Golden / Andrew Siegel 212-355-4449 For KKR: Cara Major
(212) 750-8300 media@kkr.com For Global Infrastructure
Partners: +1 646-282-1545 mediainquiries@global-infra.com
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