On October 29, 2019 InterXion Holding N.V., a Dutch public limited liability company (naamloze
vennootschap) organized under the Laws of the Netherlands (InterXion), entered into a Purchase Agreement (the Purchase Agreement) with Digital Realty Trust, Inc., a Maryland corporation (DLR), and DN 39J 7A
B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid), organized under the Laws of the Netherlands and an indirect subsidiary of DLR (Buyer). Under the terms of the Purchase Agreement,
Buyer will commence a tender offer to acquire all of InterXions issued and outstanding ordinary shares in exchange for 0.7067 shares of DLR common stock for each InterXion ordinary share (subject to a minimum tender condition of at least 80%
of InterXions outstanding ordinary shares, which minimum condition may be reduced to 66 2/3% by DLR or Buyer). Upon completion of the transaction, InterXion shareholders will own approximately 19.3% of the outstanding common stock of the
combined company. Completion of the transaction is subject to customary closing conditions, including approvals by shareholders of InterXion and DLR.
Concurrently with the execution and delivery of the Purchase Agreement, David Ruberg, Chief Executive Officer of InterXion, entered into a tender and support
agreement in favor of DLR and Buyer (the Tender and Support Agreement), pursuant to which Mr. Ruberg, among other things, agreed to tender to Buyer all InterXion shares beneficially owned by him or his controlled affiliates in
connection with the transaction.
The foregoing descriptions in this Report of the Purchase Agreement and the Tender and Support Agreement are not
intended to be a complete description thereof. The description is qualified in its entirety by the full text of the documents which are attached as Exhibits 99.1 and 99.2 hereto and incorporated by reference in this Report.
Additional Information and Where to Find It
This
communication is for information purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any proxy, vote or approval with respect to the proposed transaction or otherwise, nor
shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In connection with the proposed
transactions, DLR intends to file a Registration Statement on Form S-4 with the U.S. Securities and Exchange Commission (the SEC), that will include a proxy statement of DLR, which also constitutes
a prospectus of DLR. After the registration statement is declared effective by the SEC, DLR intends to mail a definitive proxy statement/prospectus to shareholders of DLR and DLR intends to cause its subsidiary to file a Tender Offer Statement on
Schedule TO (the Schedule TO) with the SEC and soon thereafter InterXion intends to file a Solicitation/Recommendation Statement on Schedule 14D-9 (the Schedule
14D-9) with respect to the tender offer. The tender offer for the outstanding common stock of InterXion referred to in this document has not yet commenced. The solicitation and offer to purchase shares
of InterXions common stock will only be made pursuant to the Schedule TO and related offer to purchase. This material is not a substitute for the proxy statement/prospectus, the Schedule TO, the Schedule
14D-9 or the Registration Statement or for any other document that DLR or InterXion may file with the SEC and send to DLRs or InterXions shareholders in connection with the proposed transactions.
BEFORE MAKING ANY VOTING OR INVESTMENT DECISION OR DECISION WITH RESPECT TO THE TENDER OFFER, WE URGE INVESTORS OF DLR AND INTERXION TO READ THE
REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS, SCHEDULE TO (INCLUDING AN OFFER TO PURCHASE, RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND SCHEDULE 14D-9, AS EACH MAY BE AMENDED OR
SUPPLEMENTED FROM TIME TO TIME, AND OTHER RELEVANT DOCUMENTS FILED BY DLR AND INTERXION WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT DLR, INTERXION AND THE PROPOSED TRANSACTIONS.
Investors will be able to obtain free copies of the Registration Statement, proxy statement/prospectus, Schedule TO and Schedule 14D-9, as each may be amended from time to time, and other relevant documents filed by DLR and InterXion with the SEC (when they become available) at http://www.sec.gov, the SECs website, or free of charge
from DLRs website (http://www.digitalrealty.com) or by contacting DLRs Investor Relations Department at (415) 848-9311. These documents are also available free of charge from InterXions
website (http://www.interxion.com) or by contacting InterXions Investor Relations Department at (813) 644-9399.