– Company Continues to Expect Transaction to Close in Second Quarter of
2016 –
BOSTON--(BUSINESS WIRE)--
Iron
Mountain Incorporated (NYSE: IRM), the storage and information
management services company, reports that the Australian Competition and
Consumer Commission (ACCC) has completed its market testing and approved
Iron Mountain’s proposed undertaking to divest Iron Mountain’s
Australian business in a stock sale, excluding its local records
management customers in the Northern Territory as well as its data
management business (Retained Australian Business). Following the
anticipated May 2, 2016 (Sydney time) closing of the acquisition of
Recall Holdings Limited (Recall), Iron Mountain will transfer its
Retained Australian Business to Iron Mountain’s combined Australian
company.
Also today, Iron Mountain reports that the United Kingdom’s Competition
and Markets Authority (CMA) has approved Iron Mountain’s request for
consent to close the anticipated acquisition of Recall prior to
regulatory clearance and subject to certain “hold separate” commitments.
Iron Mountain announced on January 14, 2016 that the CMA had referred
Iron Mountain’s anticipated acquisition of Recall for an in-depth, Phase
2 review. Iron Mountain then requested that the CMA permit closing of
the transaction prior to completion of its review, subject to Iron
Mountain’s undertakings to place Recall’s UK business in a “hold
separate” arrangement until the CMA completes its review on June 29,
2016 and Iron Mountain has made any divestments that might be required.
Iron Mountain continues to expect the transaction to result in
meaningful synergies and accretion. Regulatory review and approval is a
normal part of the acquisition process, and as previously disclosed,
Iron Mountain has agreed to make certain divestments, if required to
address competition issues including divestments of certain assets,
among other possible remedies.
Iron Mountain stockholders overwhelmingly approved the issuance of
shares for the acquisition of Recall on November 19, 2015 and the Recall
Board of Directors continues to unanimously recommend that its
shareholders vote in favor of the transaction.
About Iron Mountain
Iron Mountain Incorporated (NYSE:
IRM) is a leading provider of storage and information management
services. The company’s real estate network of more than 69 million
square feet across more than 1,100 facilities in 37 countries allows it
to serve customers around the world. And its solutions for records
management, data
management, document
management, and secure
shredding help organizations to lower storage costs, comply with
regulations, recover from disaster, and better use their information.
Founded in 1951, Iron Mountain stores and protects billions of
information assets, including business documents, backup tapes,
electronic files and medical data. Visit www.ironmountain.com
for more information.
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 and
other securities laws and be subject to the safe-harbor created by such
Act. Forward-looking statements include, but are not limited to, the
expected timing of the closing of Iron Mountain’s proposed acquisition
of Recall, the outcome of the regulatory review of the transaction, the
scope and timing of required divestitures, Iron Mountain’s financial
performance outlook and shareholder returns, including after giving
effect to Iron Mountain’s proposed acquisition of Recall, and statements
regarding Iron Mountain’s goals, beliefs, plans and current
expectations. These forward-looking statements are subject to various
known and unknown risks, uncertainties and other factors. When Iron
Mountain uses words such as "believes," "expects," "anticipates,"
"estimates" or similar expressions, it is making forward-looking
statements. You should not rely upon forward-looking statements except
as statements of Iron Mountain’s present intentions and of Iron
Mountain’s present expectations, which may or may not occur. Although
Iron Mountain believes that its forward-looking statements are based on
reasonable assumptions, Iron Mountain’s expected results may not be
achieved, and actual results may differ materially from its
expectations. Important factors that could cause actual results to
differ from Iron Mountain’s expectations include, among others: (i) Iron
Mountain’s actual dividends when paid may be materially different than
Iron Mountain’s estimates; (ii) the cost to comply with current and
future laws, regulations and customer demands relating to privacy
issues; (iii) the impact of litigation or disputes that may arise in
connection with incidents in which Iron Mountain fails to protect its
customers' information; (iv) changes in the price for Iron Mountain’s
storage and information management services relative to the cost of
providing such storage and information management services; (v) changes
in customer preferences and demand for Iron Mountain’s storage and
information management services; (vi) the adoption of alternative
technologies and shifts by Iron Mountain’s customers to storage of data
through non-paper based technologies; (vii) the cost or potential
liabilities associated with real estate necessary for Iron Mountain’s
business; (viii) the performance of business partners upon whom Iron
Mountain depends for technical assistance or management expertise; (ix)
changes in the political and economic environments in the countries in
which Iron Mountain’s international subsidiaries operate; (x) changes in
the cost of Iron Mountain’s debt; (xi) changes in the amount of Iron
Mountain’s capital expenditures; (xii) Iron Mountain’s ability to remain
qualified for taxation as a real estate investment trust; (xiii) Iron
Mountain’s ability or inability to complete acquisitions on satisfactory
terms and to integrate acquired companies efficiently; and (xiv) other
trends in competitive or economic conditions affecting Iron Mountain’s
financial condition or results of operations not presently contemplated.
In addition, with respect to the potential Recall transaction, Iron
Mountain’s ability to close the proposed transaction in accordance with
its terms and within the anticipated time period, or at all, is
dependent on Iron Mountain’s and Recall's ability to satisfy the closing
conditions for the transaction, including the receipt of governmental
and shareholder approvals, required divestitures, and the benefits of
the potential Recall transaction, including potential cost synergies and
other synergies (including tax synergies), may not be fully realized or
may take longer to realize than expected. Additional risks and factors
that may affect results are set forth in Iron Mountain’s filings with
the Securities and Exchange Commission, including Iron Mountain’s Annual
Report on Form 10-K for the fiscal year ending December 31, 2015, and in
Recall’s filings with the Australian Stock Exchange, including Recall’s
Annual Report for the fiscal year ending June 30, 2015 and [Recall’s
interim financial statements] for the 6-month period ending December 31,
2015. Any forward-looking statements contained herein are based on
assumptions that Iron Mountain believes to be reasonable as of the date
hereof and Iron Mountain undertakes no obligation, except as required by
law, to update these statements as a result of new information or future
events.
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Source: Iron Mountain