– Iron Mountain Accelerating Release of First Quarter Results –
BOSTON--(BUSINESS WIRE)--
Iron Mountain (NYSE:IRM), the storage and information management
company, today announced that it has reached an agreement in principle
with Recall Holdings Limited to acquire Recall by way of a recommended
court approved Scheme of Arrangement for 0.1722 of an Iron Mountain
common share for each Recall share (the “proposed transaction”). The
proposed transaction between the companies is contingent on Iron
Mountain and Recall conducting confirmatory due diligence and
negotiating and executing mutually acceptable merger documentation and
other terms and conditions. This agreement in principle does not assure
that a definitive agreement regarding the proposed transaction will be
reached or that any transaction between the companies will actually
occur.
Iron Mountain president and CEO William L. Meaney said, “Our proposed
transaction with Recall represents a compelling value proposition that
we expect will generate significant synergies and be highly accretive
after year one for both companies’ shareholders. In addition, Recall
shareholders will directly benefit from the upside in future performance
of the combined company and from any share appreciation of Iron Mountain
common stock if the merger occurs.
“The revised offer for Recall reflects the strengthening of the U.S.
dollar and other favorable changes since our last proposal, particularly
regarding transaction-related tax assumptions,” Meaney added. “This
proposed transaction represents compelling value for Recall
shareholders, and we look forward to reaching a definitive agreement
quickly."
Recall president and CEO Doug Pertz said, “Recall is pleased to have
reached an agreement with Iron Mountain on the key commercial terms of a
transaction that we believe is in the best interest of the company, our
shareholders and our customers. The combined industry expertise of
Recall and Iron Mountain will benefit customers and employees of both
organizations, bringing the potential to produce material improvements
in operations, enhanced quality of service and new product innovation
for the information management industry.”
“An acquisition of Recall will accelerate Iron Mountain’s already
successful strategy,” Meaney noted. “The combined company’s broader
footprint, stronger infrastructure and increased economies of scale will
enable us to better serve our customers and address unmet document
storage and information management needs around the globe. In addition,
both companies’ shareholders stand to benefit from potential significant
synergies and tax synergies to be achieved by way of REIT conversion,
currently estimated at $125 million to $140 million.”
Under the terms of the proposed transaction, Recall shareholders will
receive 0.1722 of an Iron Mountain common share for each Recall share,
with Iron Mountain to establish a secondary listing on the Australian
Securities Exchange to allow Recall Shareholders to trade Iron Mountain
shares locally, if the Scheme of Arrangement is approved and implemented.
In addition, Recall shareholders will be offered the option to elect to
receive alternative consideration of A$8.50 per Recall share in cash,
subject to a proration mechanism that will cap the total amount of cash
consideration to be paid to Recall shareholders at A$225 million.
The terms of the proposed transaction will not be adjusted for any
dividends which Recall or Iron Mountain pay in the ordinary course or
any dividends which Iron Mountain is required to pay to maintain
compliance with its REIT status obligations between now and closing of
the proposed transaction.
The proposed transaction remains subject to each party conducting
confirmatory due diligence and execution of definitive merger
documentation, including entering into a Scheme Implementation
Agreement. Conditions precedent to the closing of the proposed
transaction will include, among other things, receipt of
antitrust/competition and other requisite regulatory approvals, no
material adverse event affecting either party, Recall shareholder
approval, Iron Mountain shareholder approval, Australian Court approvals
and other customary conditions for a transaction of this nature. The
parties are working towards completing their confirmatory due diligence
and negotiating and entering into definitive merger documentation within
three to four weeks.
The terms of the proposed transaction have been unanimously approved by
Iron Mountain’s and Recall’s Boards, and Iron Mountain’s and Recall's
Boards have indicated that they will recommend to their respective
shareholders that they approve the proposed transaction.
Iron Mountain is being advised by Goldman Sachs, as financial advisor,
and Weil, Gotshal & Manges LLP and Minter Ellison as legal counsel.
First Quarter 2015 Financial Results and
Webcast Information
In connection with the announcement of the proposed transaction with
Recall, Iron Mountain has released first quarter 2015 financial and
operating results. Iron Mountain will host a conference call today,
April 28, 2015, at 8:30 am ET. The earnings commentary, financial
statements, related supplemental information and webcast details are
available on the company’s Investor Relations website at
investors.ironmountain.com or by clicking: http://investors.ironmountain.com/company/for-investors/events-and-presentations/events/event-details/2015/Q1-2015-Iron-Mountain-Incorporated-Earnings-Conference-Call
or HERE.
Important Information and Where to Find It
In the event Iron Mountain and Recall enter into a Scheme Implementation
Agreement, Iron Mountain intends to file with the Securities and
Exchange Commission (the “SEC”) a registration statement on Form S-4,
which will contain a prospectus relating to the securities Iron Mountain
intends to issue to Recall shareholders in the potential acquisition and
a proxy statement in connection with the potential acquisition of
Recall. Also in the event that Iron Mountain and Recall enter into a
Scheme Implementation Agreement, equivalent information would be
included in the scheme booklet that Recall would prepare and, following
approval from the Court, dispatch to its shareholders in connection with
the scheme meeting at which Recall shareholders would consider whether
or not to support the proposed acquisition of Recall by Iron Mountain by
way of scheme of arrangement. INVESTORS AND SECURITY HOLDERS ARE URGED
TO READ THE REGISTRATION STATEMENT AND PROXY STATEMENT/PROSPECTUS AND
ANY OTHER RELEVANT DOCUMENTS IF AND WHEN THEY BECOME AVAILABLE, BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT IRON MOUNTAIN, RECALL AND
THE SCHEME IMPLEMENTATION AGREEMENT AND SCHEME OF ARRANGEMENT. Investors
and security holders will be able to obtain these materials (if and when
they are available) and other documents filed by Iron Mountain with the
SEC free of charge at the SEC’s website, www.sec.gov
and those documents released by Recall to the Australian Securities
Exchange (ASX) announcements platform free of charge at ASX's
website, www.asx.com.au.
In addition, stockholders will be able to obtain copies of the
registration statement and proxy statement/prospectus (if and when they
become available) and other documents filed with the SEC from Iron
Mountain’s website at www.ironmountain.com
or by directing such request to Iron Mountain at Iron Mountain
Incorporated, One Federal Street, Boston, Massachusetts 02110,
Attention: Investor Relations.
Participants in Potential Solicitation
In the event Iron Mountain and Recall enter into a Scheme Implementation
Agreement, Iron Mountain, Recall and certain of their respective
directors, executive officers and other persons may be deemed to be
participants in the potential solicitation of proxies in respect of the
vote that would be required by Recall's shareholders to approve the
terms of the Scheme of Arrangement as contemplated by the Scheme
Implementation Agreement. Information regarding Iron Mountain’s
directors and executive officers is available in Iron Mountain’s proxy
statement filed with the SEC on April 13, 2015 in connection with its
2015 annual meeting of stockholders, and information regarding Recall’s
directors and executive officers is available in Recall’s latest annual
report. Other information regarding persons who may be deemed
participants in the proxy solicitation and a description of their direct
and indirect interests, by security holdings or otherwise, will be
contained in the registration statement and proxy statement/prospectus
and other relevant materials to be filed with the SEC and announced to
the ASX if and when they become available.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to buy
any securities, 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. No offer of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.
Forward-looking Statements
Certain statements contained in this communication may constitute
“forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements include, but
are not limited to, statements regarding the expected timing of the
proposed transaction, the entering into of the Scheme Implementation
Agreement and the completion of the potential Scheme of Arrangement, the
benefits of the potential Scheme of Arrangement, including future
financial and operating results, the combined company’s plans,
objectives, expectations and other statements that are not historical
facts. Such statements are based on the views and assumptions of the
management of Iron Mountain and are subject to significant risks and
uncertainties. Actual future events or results may differ materially
from these statements. Such differences may result from the following
factors: the ability to enter into a Scheme Implementation Agreement and
close the proposed transaction on the proposed terms and within the
anticipated time period, or at all, which is dependent on the parties’
ability to satisfy certain closing conditions, including the receipt of
governmental approvals; the risk that the benefits of the potential
transaction, including potential cost synergies and other synergies
(including tax synergies) may not be fully realized or may take longer
to realize than expected; the impact of the proposed transaction on
third-party relationships; actions taken by either of the companies;
changes in regulatory, social and political conditions, as well as
general economic conditions. Additional risks and factors that may
affect results are set forth in Iron Mountain’s filings with the SEC and
Recall’s filings with ASX, including Iron Mountain’s Annual Report on
Form 10-K for the fiscal year ending December 31, 2014 and Recall’s
Annual Report for the fiscal year ending June 30, 2014.
The forward-looking statements speak only as of the date of this
communication. Neither Iron Mountain nor Recall undertakes any
obligation to update these statements.
Source: Iron Mountain