- 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 Recall Holdings Limited
(“Recall”) intends to defer the date of its special meeting of
shareholders (“Scheme Meeting”) to approve the acquisition of Recall by
Iron Mountain from the previously scheduled date of March 17, 2016 to
April 19, 2016. The Scheme Meeting has been deferred to accommodate the
completion of regulatory reviews and allow time for the preparation of
supplementary documents that are required to be sent to Recall
shareholders in advance of the Scheme Meeting. Iron Mountain and Recall
expect the transaction to close on May 2, 2016. The deferral of the
Scheme Meeting is subject to Court approval, which Recall will seek as
soon as practicable.
As previously disclosed, the transaction is being reviewed by regulatory
authorities in Australia, the United States, the United Kingdom and
Canada. While Iron Mountain has made substantial progress with
regulators in each jurisdiction, it does not expect to obtain all
required approvals prior to the current Scheme Meeting date of March 17,
2016. The company continues to expect the transaction to result in
meaningful synergies and accretion.
Transaction Approval Background
Acquisitions in Australia require shareholder approval followed by
Federal Court approval to proceed. Before the Federal Court will issue
its approval, all regulatory clearances must have been received.
Further, to enable Recall shareholders to vote on an informed basis, the
parties will provide Recall shareholders with updated information in
relation to the regulatory approval process and its reasonably expected
impact on the combined group following closing of the transaction.
Additionally, as provided in the Scheme Implementation Deed, Iron
Mountain and Recall agreed that in order to facilitate REIT compliance
measures, the closing date should occur in the first 30 days of a
calendar quarter, and that it might be necessary to adjust the Court
hearing date to achieve that objective. As a result of these factors,
Recall intends to hold its Scheme Meeting on April 19, 2016 and to
schedule subsequent Australian Federal Court approval soon afterwards,
with implementation expected on May 2, 2016.
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, 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, Iron
Mountain’s financial performance outlook and shareholder returns in 2016
and through 2020, including after giving effect to Iron Mountain’s
proposed acquisition of Recall, and statements regarding Iron Mountain’s
operations, economic performance, financial condition, goals, beliefs,
future growth strategies, investment objectives, plans and current
expectations, projected revenues from Iron Mountain’s emerging market
acquisition pipeline, valuation creation and returns associated with
Iron Mountain’s data center business and other adjacent businesses, and
the benefits associated with increasing the percentage of real estate
that Iron Mountain owns. 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, 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