DLR has also communicated with its employees concerning the Mergers. A
copy of that communication is attached as Exhibit 99.3 to this report.
Additional Information and Where to Find It
This communication does not constitute an offer to sell or a solicitation of an offer to buy any securities or a solicitation of any vote or
approval. This communication is being made in respect of the proposed transaction involving the DLR Parties and the DuPont Parties. The proposed transaction will be submitted to the stockholders of DLR and DuPont for their consideration. In
connection with the proposed transaction, DLR intends to file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form
S-4
that will include a joint proxy statement of
DLR and DuPont and that also constitutes a prospectus of DLR. DLR and DuPont plan to file with the SEC other documents regarding the proposed transaction. STOCKHOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED
TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. After the registration statement has been declared effective by
the SEC, a definitive joint proxy statement/prospectus will be mailed to DLR’s stockholders. You may obtain copies of all documents filed with the SEC concerning the proposed transaction, free of charge, at the SEC’s website at
www.sec.gov. In addition, stockholders may obtain free copies of the documents filed with the SEC by DLR by going to DLR’s SEC Filings website page by clicking the “SEC Filings” link at www.investor.digitalrealty.com.
Interests of Participants
DLR and DuPont and each of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies
from the stockholders of DLR in connection with the proposed transaction. Information regarding DLR’s directors and executive officers is set forth in the DLR’s proxy statement for its 2017 annual meeting of stockholders and its Annual
Report on Form
10-K
for the fiscal year ended December 31, 2016, which were filed with the SEC on March 29, 2017 and March 1, 2017, respectively. Information regarding DuPont’s directors
and executive officers is set forth in DuPont’s proxy statement for its 2017 annual meeting of shareholders and its Annual Report on Form
10-K
for the fiscal year ended December 31, 2016, which were
filed with the SEC on April 13, 2017 and February 23, 2017, respectively. Additional information regarding persons who may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction will be contained
in the proxy statement to be filed by DLR with the SEC when it becomes available.
Cautionary Statement Regarding Forward-Looking
Statements
This communication contains certain “forward-looking” statements as that term is defined by Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements that are predictive in nature, that depend on or relate to future events or conditions, or that include words such as
“believes”, “anticipates”, “expects”, “may”, “will”, “would,” “should”, “estimates”, “could”, “intends”, “plans” or other similar
expressions are forward-looking statements. Forward-looking statements involve significant known and unknown risks and uncertainties that may cause DLR’s or
DuPont’s actual results in future periods to differ materially from those projected or contemplated in the forward-looking statements as a result of, but not limited to, the following
factors: the failure to receive, on a timely basis or otherwise, the required approvals by DLR’s or DuPont’s stockholders; the risk that a condition to closing of the proposed transaction may not be satisfied; DLR’s and DuPont’s
ability to consummate the Mergers; the possibility that the anticipated benefits and synergies from the proposed transaction cannot be fully realized or may take longer to realize than expected; the possibility that costs or difficulties related to
the integration of DLR’s and DuPont’s operations will be greater than expected; operating costs and business disruption may be greater than expected; the ability of DLR or the combined company to retain and hire key personnel and maintain
relationships with providers or other business partners pending the consummation of the transaction; and the impact of legislative, regulatory and competitive changes and other risk factors relating to the industries in which DLR and DuPont operate,
as detailed from time to time in each of DLR’s and DuPont’s reports filed with the SEC. There can be no assurance that the proposed transaction will in fact be consummated.
Additional information about these factors and about the material factors or assumptions underlying such forward-looking statements may be
found under Item 1.A in each of DLR’s and DuPont’s Annual Report on Form
10-K
for the fiscal year ended December 31, 2016. DLR and DuPont caution that the foregoing list of important
factors that may affect future results is not exhaustive. When relying on forward-looking statements to make decisions with respect to the proposed transaction, stockholders and others should carefully consider the foregoing factors and other
uncertainties and potential events. All subsequent written and oral forward-looking statements concerning the proposed transaction or other matters attributable to DLR and DuPont or any other person acting on their behalf are expressly qualified in
their entirety by the cautionary statements referenced above. The forward-looking statements contained herein speak only as of the date of this communication. Neither DLR nor DuPont undertakes any obligation to update or revise any forward-looking
statements for any reason, even if new information becomes available or other events occur in the future, except as may be required by law.