On December 15, 2017, Equinix, Inc. (Equinix), through its wholly owned
subsidiary, Equinix Australia Pty Limited (Equinix Australia), entered into a sale and purchase of securities agreement (the Transaction Agreement) with Ontario Teachers Pension Plan Board (OTPP), pursuant
to which, subject to certain conditions, Equinix agreed, on the terms set forth in the Transaction Agreement, to acquire the entire equity interests held by OTPP and other vendors identified in the Transaction Agreement (collectively, the
Sellers) in the Metronode group of companies (the Metronode Group), for a cash purchase price of A$1.035 billion (approximately US$792 million) subject to certain adjustments described in the Transaction Agreement (the
Transaction).
The Metronode Group owns and operates 10 data centers in Australia spanning Adelaide, Brisbane, Canberra, Melbourne, Perth and
Sydney in Australia (the Acquired Data Centers). Equinix expects to fund the Transaction with cash on hand.
As part of the Transaction,
through the acquisition of the Metronode Group, Equinix Australia will also acquire freehold and leasehold real estate interests at the Acquired Data Centers.
The Transaction Agreement contains (among other things) representations, warranties, and covenants of the parties. Until the closing of the Transaction, OTPP
has agreed, subject to certain exceptions, to, and to cause the Metronode Group to, conduct business in the ordinary course consistent with past practice.
The completion of the Transaction is subject to certain closing conditions, including regulatory approval. There is no financing condition to the Transaction.
The Transaction is expected to close in the first half of 2018.
The Transaction Agreement provides Equinix Australia with certain limited termination
rights. Additionally, either party may terminate the Transaction Agreement if any of the conditions precedent have not been satisfied by June 30, 2018 and have not (where capable of waiver) been waived by the party or parties entitled to do so
under the Transaction Agreement.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Current Report on Form
8-K
(the Current Report) contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws, including statements regarding the proposed Transaction. The forward-looking statements involve risks and uncertainties. Actual results may differ materially
from expectations discussed in such forward-looking statements. Although Equinix believes that its forward-looking statements are based on reasonable assumptions, expected results may not be achieved, and actual results may differ materially from
its expectations. Factors that might cause such a material difference include, without limitation, risks related to Equinixs ability to complete the Transaction on the proposed terms and conditions; whether Equinix or OTPP will be able to
satisfy Equinixs and OTPPs respective closing conditions related to the Transaction; risks associated with the Transaction, such as the risk that the Metronode Group will not be integrated successfully, that such integration may be more
difficult, time-consuming or costly than expected or that the expected benefits of the Transaction will not occur; risks related to future opportunities and plans for the Metronode Group, including uncertainty of the expected financial performance
of the Metronode Group; and disruption from the Transaction making it more difficult to conduct business as usual or maintain relationships with customers, employees or suppliers.
Equinixs forward-looking statements should not be relied upon except as statements of Equinixs
present intentions and of Equinixs present expectations, which may or may not occur. Cautionary statements should be read as being applicable to all forward-looking statements wherever they appear. Except as required by law, Equinix undertakes
no obligation to release publicly the result of any revision to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Readers are also urged
to carefully review and consider the various disclosures Equinix has made in this Current Report, as well as Equinixs other filings with the Securities and Exchange Commission (the SEC), including Equinixs Quarterly Report on
Form
10-Q
filed with the SEC on November 3, 2017 and Equinixs Annual Report on Form
10-K,
filed with the SEC on February 27, 2017. Equinix does not assume any
obligation to update the forward-looking information contained in this Current Report.