BOSTON, Mar 23, 2011 (BUSINESS WIRE) --
Iron Mountain Incorporated (NYSE: IRM), the information management
company, today announced that its Board of Directors has adopted a
Stockholder Rights Plan (the "Rights Plan")
and declared a dividend of one right on each outstanding share of the
Company's common stock.
The Company's Board of Directors is committed to acting in the best
interests of all of its stockholders. The Rights Plan is intended to
enable all of the Company's stockholders to realize the full value of
their investment in the Company. It is also designed to reduce the
likelihood that any person or group would gain control of the Company by
open market accumulation or other coercive takeover tactics without
paying a control premium for all shares. The Rights Plan is not intended
to deter offers that are fair and otherwise in the best interests of the
Company's stockholders.
The Company intends to put the Rights Plan to a stockholder vote at the
Company's 2012 annual meeting of stockholders (the "2012
Annual Meeting"). If the requisite stockholder approval of the
Rights Plan is not obtained at the 2012 Annual Meeting, the Rights Plan
will expire on the date of such meeting.
Under the terms of the Rights Plan, rights to purchase one
one-thousandth (1/1000) of a share of new Series A Junior Participating
Preferred Stock of the Company (the "Rights")
at a price of $0.12 per one one-thousandth (1/1000) of a share will be
issued at the rate of one right for each outstanding share of the
Company's common stock held of record on April 1, 2011. Under the terms
of the Rights Plan, the Rights will initially trade together with the
Company's common stock and will not be exercisable. In the absence of
further action by the Company's Board of Directors, the Rights will
generally become exercisable if a person or group acquires, or commences
a tender or exchange offer, the consummation of which would result in
such person or group acquiring, beneficial ownership of 15% or more of
Iron Mountain's outstanding common stock. Rights held by the person or
group triggering the rights will become void and will not be exercisable.
The issuance of Rights is not a taxable event, will not affect the
reported financial condition or results of operations (including
earnings per share) of the Company and will not change the manner in
which the Company's common stock is currently traded.
Further details about the rights plan will be contained in a Form 8-K to
be filed by Iron Mountain with the U.S. Securities and Exchange
Commission.
About Iron Mountain
Iron Mountain Incorporated (NYSE: IRM) provides information management
services that help organizations lower the costs, risks and
inefficiencies of managing their physical and digital data. The
company's solutions enable customers to protect and better use their
information--regardless of its format, location or lifecycle stage--so
they can optimize their business and ensure proper recovery, compliance
and discovery. Founded in 1951, Iron Mountain manages billions of
information assets, including business records, electronic files,
medical data, emails and more for organizations around the world. Visit www.ironmountain.com
for more information.
Forward Looking Statements
This press release contains certain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995 and
federal securities laws, and is subject to the safe-harbor created by
such Act. Forward-looking statements include statements regarding our
goals, beliefs, future growth strategies, investment objectives, plans
and current expectations, such as our expected continued productivity
improvements, international expansion and intent and ability to
repurchase shares and pay dividends. These statements involve known and
unknown risks, uncertainties and other factors that may cause the actual
results to be materially different from those contemplated in the
forward-looking statements. Such factors include, but are not limited
to: (i) the cost to comply with current and future laws, regulations and
customer demands relating to privacy issues; (ii) the impact of
litigation or disputes that may arise in connection with incidents in
which the Company fails to protect its customers' information;(iii)
changes in the price for the Company's services relative to the cost of
providing such services; (iv) changes in customer preferences and demand
for the Company's services;(v) the cost or potential liabilities
associated with real estate necessary for the Company's business; (vi)
the performance of business partners upon whom the Company depends for
technical assistance or management expertise outside the United States;
(vii) changes in the political and economic environments in the
countries in which the Company's international subsidiaries operate;
(viii) in the various digital businesses in which the Company is
engaged, the Company's ability to keep up with rapid technological
changes, evolving industry expectations and changing customer
requirements or competition for customers; (ix) claims that the
Company's technology violates the intellectual property rights of a
third party; (x) the impact of legal restrictions or limitations under
stock repurchase plans on price, volume or timing of stock repurchases;
(xi) the impact of alternative, more attractive investments on dividends
or stock repurchases; (xii) the Company's ability or inability to
complete acquisitions on satisfactory terms and to integrate acquired
companies efficiently; (xiii) other trends in competitive or economic
conditions affecting the Company's financial condition or results of
operations not presently contemplated; and (xiv) other risks described
more fully in the Company's most recently filed Annual Report on Form
10-K under "Item 1A. Risk Factors." Except as required by law, Iron
Mountain 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.
Additional Information
This may be deemed to be solicitation material in respect of the
proposals described in the Company's preliminary proxy statement in
connection with its 2011 Annual Meeting of Stockholders, filed by the
Company with the Securities and Exchange Commission (the "SEC") on March
21, 2011. In addition, the Company will file with, or furnish to, the
SEC all relevant materials, including a definitive proxy statement (when
available). BEFORE MAKING ANY VOTING DECISION, STOCKHOLDERS OF THE
COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED
TO THE SEC, INCLUDING, THE PRELIMINARY PROXY STATEMENT FILED BY THE
COMPANY ON MARCH 21, 2011 AND, WHEN AVAILABLE, THE DEFINITIVE PROXY
STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSALS. The definitive proxy statement (when available) will be
mailed to stockholders of the Company. Stockholders will be able to
obtain, without charge, a copy of the preliminary proxy statement, the
definitive proxy statement (when available) and other documents that the
Company files with the SEC from the SEC's website at www.sec.gov.
The preliminary proxy statement, definitive proxy statement (when
available) and other relevant documents will also be available, without
charge, by directing a request by mail or telephone to Iron Mountain
Incorporated, Attn: Investor Relations, 745 Atlantic Avenue, Boston,
Massachusetts 02111, or from the Company's website, www.ironmountain.com,
or by contacting Innisfree, toll free at (877) 717-3898.
The Company, its directors and executive officers and certain other
members of its management and employees may be deemed to be participants
in the solicitation of proxies in connection with the 2011 Annual
Meeting of Stockholders. Additional information regarding the interests
of such potential participants is included in the preliminary proxy
statement and will be included in the definitive proxy statement (when
available).
SOURCE: Iron Mountain Incorporated
Iron Mountain
Stephen P. Golden, 617-535-4769
Vice President, Investor Relations
or
Joele Frank, Wilkinson Brimmer Katcher
Judith Wilkinson / Andrea Rose
212-355-4449
or
Innisfree M&A Incorporated
Alan Miller / Jennifer Shotwell / Scott Winter
212-750-5833