Switch Common Stockholders to Receive
$34.25 Per Share in Cash
Transaction Partners Switch with Preeminent
Infrastructure Investment Consortium to Accelerate Company's
Long-Term Vision for Growth
Switch's 100% Renewably Powered Platform
Aligns with Vision to Build a Sustainable Future for Digital
Infrastructure
LAS
VEGAS, May 11, 2022 /PRNewswire/ -- Switch, Inc.
(NYSE: SWCH) ("Switch") today announced it has entered into a
definitive agreement with DigitalBridge Group, Inc. (NYSE: DBRG)
("DigitalBridge"), under which DigitalBridge Partners II, the
value-added digital infrastructure equity strategy of the
investment management platform of DigitalBridge, and an affiliate
of global infrastructure investor IFM Investors ("IFM") will
acquire all outstanding common shares of Switch for $34.25 per share in an all-cash transaction
valued at approximately $11 billion,
including the assumption of debt.
"Today's announcement is an important step towards our long-term
vision for the growth and evolution of our company. Through this
partnership we will be ideally positioned to continue to meet
strong customer demand for Switch's environmentally sustainable
Tier 5 data center infrastructure," said Switch Founder and CEO,
Rob Roy. "Following our expansion
into a Fifth Prime campus last year, and with our plan to construct
more than 11 million additional square feet of capacity through
2030, Switch's strategic position has never been stronger. The
combination of our advanced data center infrastructure, significant
expansion capacity in our land bank, and a new partnership with
experienced digital infrastructure investors lays a strong
foundation for Switch's continued industry leading
growth."
"This transaction provides significant and immediate value to
our stockholders, and is a reflection of Switch's industry leading
performance and differentiated technology," said Thomas Morton, President of Switch. "Through
this transaction, we will remain at the forefront of growth and
innovation within the data center industry. Following a robust
evaluation of market dynamics and strategic review process by the
company and its Board of Directors, we strongly believe that this
is the optimal path forward for Switch and our shareholders."
Marc Ganzi, Chief Executive
Officer of DigitalBridge, said, "At DigitalBridge, we are building
the world's leading global digital infrastructure investment
platform, and this transaction allows us to partner with one of the
industry's fastest growing and highest quality data center
portfolios. Rob and his team share our vision for the future of
communications infrastructure, making us the ideal partner to scale
their business both domestically and internationally to meet the
exponentially rising demand from large enterprise customers looking
for mission critical digital infrastructure. We are also pleased to
partner with IFM Investors, one of the world's leading
institutional infrastructure investors, to execute this compelling
transaction."
"We have a proven track record of accelerating companies'
time-to-scale by leveraging our deep domain expertise and access to
capital," said Jon Mauck, Senior
Managing Director of DigitalBridge Investment Management. "We look
forward to supporting Switch's continued growth with the creative
solutions and operational expertise necessary to scale these
leading assets going forward. This fast-growing and
renewables-powered business is a highly complementary fit within
our expanding IM business and broader strategic priorities."
Kyle Mangini, Global Head of
Infrastructure at IFM, said, "IFM is excited to partner with
DigitalBridge and Switch on this transaction. We consider Switch to
be an excellent digital infrastructure business with strong
potential. The company is a recognized industry leader with an
impressive approach to ESG. Today's announcement reflects IFM's
strategy of investing in high quality infrastructure to protect and
grow the long-term retirement savings of working people."
Transaction Approvals and Timing
The transaction, which was unanimously approved by a special
committee of the Switch Board of Directors, is expected to close in
the second half of 2022. The transaction is subject to approval by
Switch stockholders and the satisfaction of other customary closing
conditions. Upon completion of the transaction, Switch will no
longer be traded or listed on any public securities exchange.
Advisors
Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC
acted as financial advisors to the Special Committee of the Board
of Directors of Switch, and Latham & Watkins LLP acted as its
legal counsel. RBC Capital Markets, LLC served as lead financial
advisor and TD Securities served as co-advisor to DigitalBridge and
IFM, and Simpson Thacher & Bartlett LLP acted as their legal
counsel. Debt financing for the transaction was led by TD
Securities along with Joint Lead Arrangers and Joint Lead
Bookrunners Societe Generale, RBC Capital Markets, and Citizens
Bank, N.A.
First Quarter 2022 Earnings Call
As a result of this transaction announcement, Switch has
cancelled its first quarter 2022 earnings call, previously
scheduled for Wednesday, May
11th at 8:30 am Eastern
Time. Switch's first quarter 2022 earnings press release and
investor presentation are available on its investor relations
website at investors.switch.com.
About Switch
Switch, Inc. (NYSE: SWCH), is the independent leader in exascale
data center ecosystems, edge data center designs, industry-leading
telecommunications solutions and next-generation technology
innovation. Switch Founder and CEO Rob
Roy has developed more than 700 issued and pending patent
claims covering data center designs that have manifested into the
company's world-renowned data centers and technology solutions.
About DigitalBridge
Digital Bridge (NYSE: DBRG) is a leading global digital
infrastructure firm. With a heritage of over 25 years investing in
and operating businesses across the digital ecosystem including
cell towers, data centers, fiber, small cells, and edge
infrastructure, the DigitalBridge team manages a $47 billion portfolio of digital infrastructure
assets on behalf of its limited partners and shareholders.
Headquartered in Boca Raton,
DigitalBridge has key offices in New
York, Los Angeles,
London, and Singapore. For more information, visit:
www.digitalbridge.com.
About IFM Investors
IFM Investors is a global investment management firm and one of
the largest infrastructure investors in the world. Established more
than 25 years ago with the aim to protect and grow the long-term
retirement savings of working people, IFM is owned by a group of
Australian pension funds and manages approximately US$136 billion as of March
31st 2022. For more information, visit
www.ifminvestors.com
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains forward-looking statements within
the meaning of federal securities laws. Forward-looking statements
in this press release include, but are not limited to, statements
regarding the consummation of the transaction described above,
future development and data center campus capacity. These
forward-looking statements involve a number of risks and
uncertainties that could cause actual results to differ materially
from those indicated in such forward-looking statements, including
but not limited to the ability of the parties to consummate the
proposed transaction and the possibility that various closing
conditions for the transaction may not be satisfied or waived, and
the ability to realize the benefits expected from the
transaction. The forward-looking statements in this press
release are based on information available to Switch as of the date
hereof, and Switch disclaims any obligation to update any
forward-looking statements to reflect any change in its
expectations or any change in events, conditions, or circumstances
on which any such statement is based, except as required by law.
For additional information regarding forward-looking statements,
please refer to discussions under the captions "Risk Factors" and
"Management's Discussion and Analysis of Financial Condition and
Results of Operation" and elsewhere in our most recent Annual
Report on Form 10-K and in our other reports filed with
the Securities and Exchange Commission ("SEC"). Switch's SEC
filings are available on the Investor Relations section of our
website at investors.switch.com and on the SEC's website at
www.sec.gov.
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) the proposed
merger 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 Switch or the expected benefits of the proposed
merger or that the approval of Switch's stockholders is not
obtained; (ii) the failure to realize the anticipated benefits of
the proposed merger; (iii) the ability of the buyer to obtain debt
financing in connection with the proposed merger; (iv) the
possibility that competing offers or acquisition proposals for
Switch 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 Switch to pay a
termination fee or other expenses; and (vii) the effect of the
announcement or pendency of the merger on Switch'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.
Additional Information
This report may be deemed solicitation material in respect of
the proposed acquisition of Switch. A special shareholder meeting
will be announced soon to obtain shareholder approval in connection
with the proposed merger between the Company and
Parent. Switch expects to file with the Securities and
Exchange Commission (the "SEC") a proxy statement and other
relevant documents in connection with the proposed merger.
Investors of Switch are urged to read the definitive proxy
statement and other relevant materials carefully and in their
entirety when they become available because they will contain
important information about Switch and the proposed merger.
Investors may obtain a free copy of these materials (when they are
available) and other documents filed by the Company with the SEC at
the SEC's website at www.sec.gov, at the Company's website at
https://www.switch.com.
Participants in the Solicitation
Switch and its directors, executive officers and certain other
members of management and employees may be deemed to be
participants in soliciting proxies from its shareholders in
connection with the proposed merger. Information regarding
the persons who may, under the rules of the SEC, be considered to
be participants in the solicitation of Switch's shareholders in
connection with the proposed merger will be set forth in Switch's
definitive proxy statement for its special shareholder meeting.
Additional information regarding these individuals and any direct
or indirect interests they may have in the proposed merger will be
set forth in the definitive proxy statement when and if it is filed
with the SEC in connection with the proposed merger.
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SOURCE Switch, Inc.