Amended Statement of Ownership: Solicitation (sc 14d9/a)
29 2월 2020 - 4:35AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9/A
(RULE 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 7)
InterXion
Holding N.V.
(Name of Subject Company)
InterXion
Holding N.V.
(Name of Person Filing Statement)
Ordinary Shares, Par Value 0.10 Per Share
(Title of Class of Securities)
N47279109
(CUSIP Number
of Class of Securities)
Scorpius 30
2132 LR Hoofddorp
The
Netherlands
+31 20 880 7600
(Name, address and telephone number of person authorized to receive notices and communications on behalf of the person filing statement)
With copies to:
Jeffrey J. Rosen
William
D. Regner
Sue Meng
Debevoise & Plimpton LLP
919 Third Avenue
New
York, New York 10022
212-909-6000
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender
offer.
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This Amendment No. 7 (this Amendment) amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 (as amended or supplemented from time to time, the Schedule 14D-9) filed by InterXion Holding N.V., a
public limited liability company (naamloze vennootschap) organized under the laws of the Netherlands (the Company) with the Securities and Exchange Commission on January 29, 2020, relating to the exchange offer (the
Offer) by Digital Intrepid Holding B.V. (formerly known as DN 39J 7A B.V.), a private limited liability company organized under the laws of the Netherlands (Buyer) and a subsidiary of Digital Realty Trust, Inc., a Maryland
corporation (Parent), pursuant to which the Buyer is offering to exchange each outstanding Company ordinary share, par value 0.10 per share, validly tendered and not properly withdrawn pursuant to the Offer for the right to receive
0.7067 shares of Parent common stock, par value $0.01 per share.
Except to the extent specifically provided in this Amendment, the
information set forth in the Schedule 14D-9 remains unchanged. Capitalized terms used, but not otherwise defined, in this Amendment shall have the meanings ascribed to them in the Schedule 14D-9. This Amendment is being filed to reflect certain updates as reflected below.
Item 8. ADDITIONAL
INFORMATION
Item 8 Additional Information of the Schedule 14D-9 is hereby amended
and supplemented as follows:
The following sentences are added to the end of the section entitled Regulatory and Other
Approvals:
On February 28, 2020, Parent and the Company received approval from the French Ministry of Economy and Finance, the
foreign investment regulatory authority, with respect to the Transactions. As a result, Parent and the Company have obtained all regulatory approvals required under the Purchase Agreement, and the condition of the Offer relating to the receipt of
certain required regulatory approvals has been satisfied.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and
correct.
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InterXion Holding N.V.
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By:
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/s/ David C. Ruberg
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Name: David C. Ruberg
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Title: Chief Executive Officer
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Date: February 28, 2020
InterXion Holding NV (NYSE:INXN)
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