Interxion Holding N.V. (“Interxion,” “we,” “us,” or the
“Company”) (NYSE:INXN) announces that it has received, on or prior
to 5:00 p.m., New York City time, on June 14, 2013 (the “Consent
Payment Deadline”), tenders and consents from holders (“Holders”)
of approximately 98% of the €260 million aggregate principal amount
of its outstanding 9.50% Senior Secured Notes due 2017 (the
“Notes”), in connection with its previously announced offer to
purchase for cash any and all of its outstanding Notes (the “Tender
Offer”) and solicitation of consents (the “Consents”) from Holders
(the “Consent Solicitation”, and together with the Tender Offer,
the “Offer”), pursuant to an Offer to Purchase and Consent
Solicitation Statement dated June 3, 2013 (the “Offer to
Purchase”).
Notes with the aggregate principal amount indicated below were
validly tendered and not validly withdrawn, and Consents related to
such Notes were validly delivered and not validly revoked, on or
prior to the Consent Payment Deadline, according to information
provided by Lucid Issuer Services Limited, the tender and
information agent for the Offer (in such capacity, the “Tender and
Information Agent”):
Title of Security
Principal
AmountOutstanding
Principal AmountTendered
Percentage of OutstandingAmount
Tendered
9.50% Senior Secured Notes due 2017 €260,000,000 €255,012,000 98%
Holders who validly tendered their Notes and validly delivered
their Consents on or prior to the Consent Payment Deadline, and
which Notes are accepted for purchase by us, will be eligible to
receive the “Tender Offer Consideration” of €1,092.00 per €1,000
principal amount of Notes tendered plus the “Consent Payment” of
€10.00 per €1,000 principal amount of Notes tendered (which
together with the Tender Offer Consideration, amounts to the “Total
Consideration”). We will accept for purchase all validly tendered
Notes at the Expiration Time, and payment for all such Notes will
be made promptly thereafter (the “Settlement Time”), except if we
terminate the Tender Offer, at our discretion. Accrued interest up
to, but not including, the Settlement Time shall also be paid in
respect of Notes validly tendered and accepted for purchase on or
prior to the Consent Payment Deadline. Notes tendered and Consents
delivered may not be withdrawn or revoked after the Consent Payment
Deadline, except as provided by law.
As a result of the receipt of tenders and consents from a
majority in aggregate principal amount of the outstanding Notes,
excluding for such purposes any Notes owned by the Company or any
of its affiliates (the “Majority Consent”), Interxion, the trustee,
the security agent and the other applicable parties under the
indenture governing the Notes (the “Indenture”) executed a
supplemental indenture (the “Supplemental Indenture”) with respect
to the Indenture, which eliminates or modifies substantially all of
the restrictive covenants and certain events of default and related
provisions (the “Amendments”) contained in the Indenture. Although
the Supplemental Indenture became effective upon execution, the
Amendments will not become operative until we accept for purchase
the Notes tendered and the Settlement Time has occurred. Any Notes
not validly tendered and accepted for purchase pursuant to the
Offer will remain outstanding and subject to the terms of the
Indenture, as modified by the terms of the Supplemental Indenture,
even though Holders of such Notes did not consent to the
Amendments.
The Offer will expire at 11:59 p.m., New York City time, on June
28, 2013, unless extended (the “Expiration Time”). Holders who
validly tender their Notes and validly deliver their Consents after
the Consent Payment Deadline and on or prior to the Expiration
Time, and whose Notes are accepted for purchase by us, will be
eligible to receive the Tender Offer Consideration of €1,092.00 per
€1,000 principal amount of Notes tendered, plus accrued and unpaid
interest up to, but not including, the Settlement Time. Notes
tendered and Consents delivered after the Consent Payment Deadline
and prior to the Expiration Time may not be withdrawn and revoked,
except as provided by law.
The complete terms and conditions of the Offer are set forth in
the Offer to Purchase that was previously furnished to Holders.
Holders are urged to read the Offer to Purchase carefully before
making any decision with respect to the Offer. Copies of the Offer
to Purchase may be obtained from the Tender and Information Agent,
Lucid Issuer Services Limited, +44 20 7704 0880 or
interxion@lucid-is.com, or from the dealer manager for the Offer,
Barclays Bank PLC, +44 20 7773 8990 or eu.lm@barclays.com.
Forward-looking Statements
This press release contains forward-looking statements that
involve risks and uncertainties. Actual results may differ
materially from expectations discussed in such forward-looking
statements. Factors that might cause such differences include, but
are not limited to, the difficulty of reducing operating expenses
in the short term, inability to utilise the capacity of newly
planned data centres and data centre expansions, significant
competition, the cost and supply of electrical power, data centre
industry over-capacity, performance under service-level agreements,
and other risks described from time to time in Interxion's filings
with the Securities and Exchange Commission. Interxion does not
assume any obligation to update the forward-looking information
contained in this press release.
DISCLAIMER
This announcement must be read in conjunction with the Offer to
Purchase. This announcement and the Offer to Purchase contain
important information which should be read carefully before any
decision is made with respect to the Offer. If you are in any doubt
as to the action you should take, you are recommended to seek your
own financial and legal advice, including as to any tax
consequences, immediately from your stockbroker, bank manager,
solicitor, accountant or other independent financial or legal
adviser. Any individual or company whose Notes are held on its
behalf by a broker, dealer, bank, custodian, trust company or other
nominee or intermediary must contact such entity if it wishes to
tender Notes in the Offer. None of the Dealer Manager, the Tender
and Information Agent, the Trustee, the Security Agent or the
Company or any of their respective affiliates makes any
recommendation as to whether Holders should participate in the
Offer. The Dealer Manager and its affiliates are acting exclusively
for the Company and for no one else in connection with the Offer
and will not be responsible to anyone other than the Company for
providing the protections afforded to the customers of such Dealer
Manager or its affiliates or for providing advice in relation to
the Offer or any transaction or arrangement referred to herein.
OFFER AND DISTRIBUTION RESTRICTIONS
NEITHER THE OFFER TO PURCHASE NOR ANY RELATED DOCUMENT HAS
BEEN FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION, NOR
HAS ANY SUCH DOCUMENT BEEN FILED WITH OR REVIEWED BY ANY U.S. STATE
SECURITIES COMMISSION OR REGULATORY AUTHORITY OF THE NETHERLANDS,
FRANCE, ITALY, THE UNITED KINGDOM OR ANY OTHER COUNTRY. NO
AUTHORITY HAS PASSED UPON THE ACCURACY OR ADEQUACY OF THE ATTACHED
OFFER TO PURCHASE OR ANY RELATED DOCUMENTS, AND IT IS UNLAWFUL AND
MAY BE A CRIMINAL OFFENCE TO MAKE ANY REPRESENTATION TO THE
CONTRARY.
THE DISTRIBUTION OF THE OFFER TO PURCHASE IN CERTAIN
JURISDICTIONS MAY BE RESTRICTED BY LAW. PERSONS INTO WHOSE
POSSESSION THE OFFER TO PURCHASE COMES ARE REQUIRED BY THE COMPANY,
THE DEALER MANAGER AND THE TENDER AND INFORMATION AGENT TO INFORM
THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH RESTRICTIONS.
This announcement, the Offer to Purchase, and any other
materials or advertisements in connection with the Offer may not be
distributed or published in any jurisdiction, except under
circumstances that will result in compliance with the applicable
rules and regulations of such jurisdiction. In those jurisdictions
where the securities, blue sky or other laws require the Offer to
be made by a licensed broker or dealer, and the Dealer Manager or
any of its affiliates is such a licensed broker or dealer in such
jurisdictions, the Offer shall be deemed to be made by the Dealer
Manager or such affiliate (as the case may be) on behalf of
Interxion in such jurisdictions. Persons into whose possession this
document comes are advised to inform themselves about and to
observe any restrictions relating to the Offer and the distribution
of this announcement, the Offer to Purchase and any other related
materials.
This announcement and the Offer to Purchase do not constitute
an offer or solicitation to purchase Notes in any jurisdiction in
which, or to, or from, any person to, or from, whom, it is unlawful
to make such offer or solicitation under applicable securities or
blue sky laws.
InterXion Holding NV (NYSE:INXN)
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