Digital Realty completed its acquisition of Interxion in March 2020: the exchange offer expired on March 12, and the company announced the deal’s completion on March 13. Interxion shareholders received 0.7067 Digital Realty common shares for each InterXion share tendered; the often-cited $8.4 billion figure was the deal’s announced enterprise value, including assumed net debt, not a cash purchase price.
When did Digital Realty acquire Interxion?
The companies announced their agreement on October 29, 2019. The transaction legally closed after the offer period and post-offer reorganization on March 12, 2020; Digital Realty announced completion the following day, March 13. The dates refer to different steps, not conflicting closing dates. Digital Realty’s March 13, 2020 SEC filing describes the offer expiration and reorganization, while its March 13 completion announcement announced the close.
How did the offer and tender periods work?
The initial offer period expired on March 9, 2020. By then, 64,732,624 Interxion shares had been tendered—approximately 83.3% of outstanding capital on a fully diluted and as-converted basis, according to Digital Realty’s March 9 update.
A subsequent offering period continued until 12:01 a.m. New York time on March 12. At its expiration, 70,862,736 shares, approximately 92.3% of Interxion’s issued and outstanding capital, had been tendered. The SEC filing says all offer conditions were satisfied and Digital Realty accepted the validly tendered shares. These percentages use different stated bases: the March 9 figure is fully diluted and as-converted; the March 12 figure is issued and outstanding capital. The filing records the final tender total and transaction steps.
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What did Interxion shareholders receive?
The agreed consideration was 0.7067 Digital Realty common shares for each Interxion ordinary share tendered, subject to the offer’s terms. It was a stock-for-stock transaction rather than a stated cash payment per share. The exchange ratio was set in the October 2019 agreement and reiterated in the joint transaction announcement filed with the SEC.
What did the $8.4 billion valuation mean?
The October 2019 announcement valued Interxion at approximately $93.48 per ordinary share and about $8.4 billion in enterprise value, including assumed net debt. The per-share valuation used Digital Realty’s October 28, 2019 closing share price of $132.28. These were announcement-date valuation figures, not a claim that Digital Realty paid $8.4 billion in cash or that each Interxion shareholder received $93.48 in cash. The companies set out the valuation basis in their October 29, 2019 announcement.
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Why did Digital Realty buy Interxion?
The companies’ stated rationale was to combine Digital Realty’s global data-center, colocation and interconnection platform with Interxion’s European colocation and interconnection expertise. At announcement, they described Interxion as operating 53 carrier- and cloud-neutral facilities in 11 European countries and 13 metro areas, including Frankfurt, Amsterdam, Paris and Marseille. That is the companies’ description of Interxion’s footprint in October 2019, not a current facility count. The joint announcement also presented expanded service for multinational customers and public- and hybrid-cloud needs, anticipated cost efficiencies and improved access to capital as expected benefits.
Those points describe management’s rationale and forecasts, not proof that the benefits were realized. The March 2020 completion announcement quoted Digital Realty CEO A. William Stein saying, “We are pleased to have closed our combination with InterXion.” That statement confirms the close; the cited transaction announcements do not establish whether projected synergies were later achieved.
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