Equinix to Acquire Switch and Data in $689 Million Deal That Expands Equinix`s Presence into 16 New Markets

Thu Oct 22, 2009 8:47am EDT
 
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Equinix Continues to Expand Its Global Service Offering; 
Extending to New, Customer-driven Markets in North America


FOSTER CITY, Calif. & TAMPA, Fla.--(Business Wire)--
Equinix, Inc. (Nasdaq: EQIX), a provider of global data center services, and
Switch & Data Facilities Company, Inc. (Nasdaq: SDXC), a leading provider of
data center and Internet exchange services, have entered a definitive agreement
for Equinix to acquire Switch and Data in a transaction valued at approximately
$689 million in cash and stock, based on yesterday`s market close. The
combination of the two companies will further strengthen Equinix`s leadership
position in the global data center services market by extending the company`s
presence to 16 new markets across North America. Equinix will integrate Switch
and Data`s data center business and operations, including the company`s 34 data
centers in 22 markets in the U.S. and Canada. The acquisition will add more than
one million gross square feet of data center capacity, bringing Equinix`s total
global footprint to 79 data centers in 34 markets and more than six million
square feet across the North American, European and Asia-Pacific markets. It
will allow Equinix to immediately expand into new strategic markets, including
Atlanta, Denver, Miami, Seattle and Toronto, as well as provide a platform for
future expansion of Switch and Data assets. 

The acquisition will help the companies` customers respond to two broad market
trends. The rapid growth of demand for online information is requiring companies
to store and distribute larger volumes of latency sensitive assets and
applications at the network edge, near local population centers. At the same
time, the market compels companies to develop global aggregation and
distribution strategies for their digital assets and applications. The
transaction is expected to give Equinix customers broader access to local
markets for their network edge deployments, and Switch and Data customers a
comprehensive solution to their global data center needs. The customers of both
companies will benefit from a stronger product portfolio and capacity pipeline
in a market where demand continues to outpace supply, and from doing business
with a partner that brings together the capabilities of two companies with
strong reputations for operational excellence and high customer satisfaction. 

"The strategic acquisition of Switch and Data by Equinix further strengthens
Equinix`s position as the most comprehensive global data center services
provider across North America, Asia-Pacific and Europe," said Steve Smith,
president and CEO of Equinix. "Our complementary business models, coupled with
Switch and Data`s broad North American market coverage, provide a platform for
strong growth as well as an opportunity to accommodate our customers` demands
for additional services." 

"For more than a decade, Switch and Data has provided colocation and data center
services to support the needs of the world`s leading online brands," said Keith
Olsen, president and CEO of Switch and Data. "These businesses rely on Switch
and Data to provide secure locations for them to connect and safeguard their
mission-critical applications. The combination of Switch and Data`s North
American site footprint and Equinix`s global reach will increase our addressable
market, enhance our customers` value, and drive incremental value to our
stockholders." 

The parties are targeting completion of the transaction in the first quarter of
2010. The transaction will be subject to customary closing conditions, including
the approval of Switch and Data`s stockholders and regulatory approvals. The
transaction is expected to qualify as a tax-free exchange to Switch and Data`s
stockholders with respect to the stock portion of the merger consideration.
Equinix was advised by J.P. Morgan Securities Inc. and Davis Polk & Wardwell
LLP. Switch and Data`s lead financial advisor for the transaction was Piper
Jaffray & Co., and Deutsche Bank Securities Inc. and RBC Capital Markets served
as co-advisors; Switch and Data`s legal advisor was Holland & Knight LLP.
Raymond James & Associates, Inc. provided a fairness opinion to Switch and
Data's Board of Directors with respect to this transaction. 

Financial Terms of the Transaction 
Under the terms of the agreement, Switch and Data stockholders will have the
opportunity to elect to receive either 0.19409 shares of Equinix stock or $19.06
in cash for each share of Switch and Data stock. The overall consideration to be
paid by Equinix in the acquisition will be 80% Equinix stock, 20% cash. In the
event that holders of more than 80% of Switch and Data`s stock elect to receive
Equinix stock or holders of more than 20% of Switch and Data`s stock elect to
receive cash, the merger consideration will be pro-rated to achieve these
proportions. In addition, a portion of the cash consideration payable to Switch
and Data stockholders may be replaced by an equivalent amount of Equinix stock
to the extent necessary to enable the transaction to qualify as a tax-free
exchange. The cash portion of the merger consideration will be financed through
Equinix`s existing cash on hand. Switch and Data`s directors, executive officers
and certain of its significant stockholders have agreed to vote shares
representing 35% of Switch and Data`s outstanding stock in favor of the
transaction. 

Equinix will hold an investor conference call today at 5:30 p.m. Eastern Time
(2:30 p.m. Pacific Time). Switch and Data President and CEO Keith Olsen will
join Equinix President and CEO Steve Smith on the call to discuss the details of
this announcement. To hear the conference call live, please dial 1-773-756-4788
(domestic and international) and reference the passcode (EQIX). A simultaneous
live Webcast of the call will be available over the Internet at www.equinix.com,
under the Investors heading. 

A replay of the call will be available beginning on Wednesday, October 21, 2009,
at 7:30 p.m. (ET) through November 21, 2009 by dialing 1-203-369-1619. In
addition, the Webcast will be available on the company's Web site at
www.equinix.com. 

About Equinix

Equinix, Inc. (Nasdaq: EQIX) provides global data center services that ensure
the vitality of the information-driven world. Global enterprises, content and
financial companies, and more than 350 network service providers rely upon
Equinix`s insight and expertise to protect and connect their most valued
information assets. Equinix operates 45 International Business Exchange (IBX)
data centers across 18 markets in North America, Europe and Asia-Pacific. 

Important information about Equinix is routinely posted on the investor
relations page of its website located at www.equinix.com/investors. We encourage
you to check Equinix`s website regularly for the most up-to-date information. 

About Switch and Data

Switch and Data is a premier provider of data centers that house, power and
interconnect the Internet. Leading content companies, enterprises and
communications service providers rely on Switch and Data to connect to customers
and exchange Internet traffic. Switch and Data has built a reputation for
world-class service, delivered across the broadest colocation footprint and
richest network of interconnections in North America. Switch and Data operates
34 sites in the U.S. and Canada, provides one of the highest customer
satisfaction scores for technical and engineering support in the industry, and
is home to PAIX® - the world's first commercial Internet exchange,
www.switchanddata.com. 

# # # 

This press release contains forward-looking statements that involve risks and
uncertainties. Actual results may differ materially from expectations discussed
in such forward-looking statements. Factors that might cause such differences
include, but are not limited to, the challenges of acquiring, operating and
constructing IBX centers and developing, deploying and delivering Equinix
services; unanticipated costs or difficulties relating to the integration of
Switch and Data into Equinix; a failure to receive significant revenue from
customers in recently built out data centers; failure to complete any financing
arrangements contemplated from time to time; competition from existing and new
competitors; the ability to generate sufficient cash flow or otherwise obtain
funds to repay new or outstanding indebtedness; the loss or decline in business
from our key customers; the results of any litigation relating to past stock
option grants and practices; and other risks described from time to time in
Equinix`s filings with the Securities and Exchange Commission. In particular,
see Equinix's recent quarterly and annual reports filed with the Securities and
Exchange Commission, copies of which are available upon request from Equinix
does not assume any obligation to update the forward-looking information
contained in this press release.

Equinix and IBX are registered trademarks of Equinix, Inc. Internet Business
Exchange is a trademark of Equinix, Inc. 

Important Information for Investors and Stockholders

This communication may be deemed to be solicitation material in respect of the
proposed transaction between Equinix and Switch and Data. In connection with the
proposed transaction involving Equinix and Switch and Data, Equinix plans to
file with the SEC a Registration Statement on Form S-4 containing a Proxy
Statement/Prospectus and each of Equinix and Switch and Data plan to file with
the SEC other documents regarding the proposed transaction. The definitive Proxy
Statement/Prospectus will be mailed to stockholders of Switch and Data. SWITCH
AND DATA STOCKHOLDERSARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER
DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION.

Switch and Data stockholders will be able to obtain free copies of the
Registration Statement and the Proxy Statement/Prospectus (when available) and
other documents filed with the SEC by Equinix and Switch and Data through the
website maintained by the SEC at www.sec.gov. In addition, Switch and Data
stockholders will be able to obtain free copies of the Registration Statement
and the Proxy Statement/Prospectus (when available) and other documents filed
with the SEC from Equinix by directing a request to Equinix, Inc., 301 Velocity
Way, Fifth Floor, Foster City, CA 94404, Attention: Investor Relations
(telephone: 888-222-1162) or going to Equinix`s corporate website at
www.equinix.com, or from Switch and Data by directing a request to Switch & Data
Facilities Company, Inc., 1715 Westshore Boulevard, Suite 650, Tampa, FL 33607,
Attention: Investor Relations (telephone: 866-797-2633) or going to Switch and
Data`s corporate website at www.switchanddata.com. 

Equinix, Switch and Data and their respective directors and executive officers
may be deemed to be participants in the solicitation of proxies in respect of
the proposed transaction. Information regarding Equinix`s directors and
executive officers is contained in its annual proxy statement filed with the SEC
on April 23, 2009. Information regarding Switch and Data`s directors and
executive officers is contained in Switch and Data`s annual proxy statement
filed with the SEC on April 6, 2009. Additional information regarding the
interests of such potential participants will be included in the Proxy
Statement/Prospectus and the other relevant documents filed with the SEC (when
available).

Equinix Media Contacts:
David Fonkalsrud
K/F Communications, Inc.
(415) 255-6506
dave@kfcomm.com
or
Joan Powell
Equinix, Inc.
(650) 513-7098
joanpowell@Equinix.com
or
Equinix Investor Relations Contact:
Jason Starr
Equinix, Inc.
(650) 513-7401
jstarr@Equinix.com
or
Switch and Data Media Contacts:
Jennifer Handshew
STC Associates
(212) 725-1900 ext. 228
jhandshew@stcassociates.com
or
Chris Reid
Switch and Data
(813) 207-7722
creid@switchanddata.com
or
Switch and Data Investor Relations Contact:
Seth Potter
Switch and Data
(646) 277-1230
ir@switchanddata.com



Copyright Business Wire 2009

 

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