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IXE Ixeurope

139.75
0.00 (0.00%)
24 May 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Ixeurope LSE:IXE London Ordinary Share GB00B11YBH19 ORD 1P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 139.75 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

Offer Update

13/08/2007 12:41pm

UK Regulatory


RNS Number:9750B
Equinix Inc
13 August 2007


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO
ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT
LAWS OF SUCH JURISDICTION

                                                                  13 August 2007

                       EQUINIX UK LIMITED ("EQUINIX UK")


                         RECOMMENDED CASH OFFER FOR

                          IXEUROPE PLC ("IXEUROPE")
                        TO BE IMPLEMENTED BY MEANS OF
                           A SCHEME OF ARRANGEMENT

                          ACQUISITION OF SHARES AND
                    ADDITIONAL IRREVOCABLE UNDERTAKINGS



1.   Introduction

On 28 June 2007 and 19 July 2007, the boards of IXEurope and Equinix UK (a
wholly-owned subsidiary of Equinix Inc. ("Equinix")) announced that they had
reached agreement on the terms of an increased recommended cash offer (the "
Acquisition"), under which Equinix UK will acquire the entire issued and to be
issued share capital of IXEurope at 140 pence for each IXEurope Share (the "
Announcements").  The Acquisition is to be implemented by way of a scheme of
arrangement under section 425 of the Companies Act (involving a reduction of
capital under section 135 of the Companies Act).  The Acquisition is subject to
the conditions and certain further terms and conditions set out in the
announcements dated 28 June 2007 and 19 July 2007, as well as the scheme
document issued by IXEurope to IXEurope Shareholders on 26 July 2007 (the "
Scheme Document").

2.   Acquisition of IXEurope Shares by Equinix UK

Equinix UK is pleased to announce that it has acquired 4,544,999 IXEurope Shares
at 140 pence in cash per IXEurope Share on 10 August 2007 (the "Share 
Purchase").  Equinix UK will make a public disclosure of the Share Purchase in
accordance with Rule 8.1 of the Code.

3.   Additional irrevocable undertakings

Equinix UK is also pleased to announce that it has received irrevocable
undertakings in respect of 4,545,001 IXEurope Shares (the "Additional
Irrevocables") from (a) Arnhold and S. Bleichroeder Advisers, LLC (the "Manager
"), in its capacity as the discretionary investment manager of certain
segregated portfolios in respect of that portion of each segregated portfolio
which is managed by its merger arbitrage portfolio team (each an "Account"), the
Accounts having an indirect economic interest in the IXEurope Shares by virtue
of the execution of a number of contracts for differences referencing the
performance of the IXEurope Shares, and (b) ING Bank N.V. (the "Swap
Counterparty") (which is the swap counterparty to each contract for differences
holding the voting rights in respect of such IXEurope Shares).  In the case of
the Additional Irrevocables given by the Manager, the Manager shall use its
reasonable efforts to procure the exercise of the voting rights attached to such
IXEurope Shares and, in the case of the Additional Irrevocables given by the
Swap Counterparty, the Swap Counterparty shall vote in favour of the resolutions
approving and implementing the Scheme to be proposed to the IXEurope
Shareholders at the Court Meeting and the EGM, respectively.  The 4,545,001
IXEurope Shares subject to the Additional Irrevocables represent approximately
2.5 per cent. of IXEurope's issued ordinary share capital.

The Additional Irrevocables have been obtained in addition to the irrevocable
undertakings received from (a) the Directors of IXEurope (and from Nightshade
Limited and Southshire Limited, who are the trustees of discretionary trusts of
which certain of the Directors of IXEurope, or members of their families, are
potential beneficiaries), and (b) certain other IXEurope Shareholders, namely IX
Holdings LLC and certain funds managed by Milestone Capital.  Further details of
such irrevocable undertakings are set out in the Announcements and the Scheme
Document.

The Additional Irrevocables from Arnhold and S. Bleichroeder Advisers, LLC and
ING Bank N.V. are binding on Arnhold and S. Bleichroeder Advisers, LLC and ING
Bank N.V., even if a higher competing offer is announced by a third party,
unless: (a) the Scheme becomes effective or an Offer becomes unconditional in
all respects (as relevant); (b) an Offer is not announced on behalf of Equinix
UK within 10 Business Days of the date on which the Scheme fails to become
effective or any condition to which the Scheme is subject becomes incapable of
satisfaction and, if capable of waiver, not being waived as therein provided;
(c) an Offer, if made lapses or is withdrawn without become or being declared
unconditional in all respects; (d) the Effective Date does not occur by 31
October 2007; or (e) in the case of the irrevocable undertaking given by the
Manager and in relation to the number of IXEurope Shares in which an Account is
interested only, the investment management agreement appointing the Manager as
the discretionary investment manager of such Account is terminated.

In the event that Equinix UK elects to implement the Acquisition by way of an
Offer, the undertakings above provide that they will apply to acceptances of
such Offer.

As a result of the Additional Irrevocables, Equinix UK has received irrevocable
undertakings to vote in favour of the resolutions approving and implementing the
Scheme to be proposed to the IXEurope Shareholders at the Court Meeting and the
EGM, respectively, in respect of 125,005,827 IXEurope Shares in aggregate,
representing approximately 69.0 per cent. of IXEurope's issued ordinary share
capital.

As a result of the Share Purchase and the Additional Irrevocables, Equinix UK
(a) owns and (b) has received irrevocable undertakings to vote in favour of the
resolutions approving and implementing the Scheme to be proposed to the IXEurope
Shareholders at the Court Meeting and the EGM, respectively, in respect of a
total of 129,550,826 IXEurope Shares, representing approximately 71.5 per cent.
of IXEurope's issued ordinary share capital.
     
4.   General

Defined terms in this announcement have the same meaning as those in the
announcement dated 28 June 2007.

Enquiries:
Citi (Financial Adviser to Equinix)                    Tel: +44 20 7986 4000
William Barter
Ralf Pilarczyk

K/F Communications, Inc. (PR Adviser to Equinix)       Tel: +1 415 255 6506
David Fonkalsrud


This announcement does not constitute an offer or invitation to purchase or
subscribe for any securities or the solicitation of any vote or approval in any
jurisdiction.  This announcement does not constitute a prospectus or prospectus
equivalent document.  The full terms and conditions of the Scheme are set out in
the Scheme Document.  Any decision in relation to the Acquisition should be made
only on the basis of the information contained in the Scheme Document or any
document by which an Offer is made (if Equinix UK elects to implement the
Acquisition by way of an Offer).

The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law and therefore persons in such
jurisdictions into which this announcement is released, published or distributed
should inform themselves about and observe such restrictions.

This announcement has been prepared for the purposes of complying with English
law, the AIM Rules and the Code and the information disclosed may not be the
same as that which would have been disclosed if this announcement had been
prepared in accordance with laws and regulations of any jurisdiction outside the
United Kingdom.

Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, "
interested" (directly or indirectly) in 1% or more of any class of "relevant
securities" of IXEurope, all "dealings" in any "relevant securities" of that
company (including by means of an option in respect of, or a derivative
referenced to, any such "relevant securities") must be publicly disclosed by no
later than 3.30 pm (London time) on the London business day following the date
of the relevant transaction.  This requirement will continue until the date on
which the offer becomes, or is declared, unconditional as to acceptances, lapses
or is otherwise withdrawn or on which the "offer period" otherwise ends.  If two
or more persons act together pursuant to an agreement or understanding, whether
formal or informal, to acquire an "interest" in "relevant securities" of
IXEurope, they will be deemed to be a single person for the purpose of Rule 8.3.

Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of IXEurope by Equinix, Equinix UK or IXEurope, or by any of their
respective "associates", must be disclosed by no later than 12.00 noon (London
time) on the London business day following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel's website at
www.thetakeoverpanel.org.uk.

"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities.  In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Code, which can also be found on the
Panel's website.  If you are in any doubt as to whether or not you are required
to disclose a "dealing" under Rule 8, you should consult the Panel.

If you are in any doubt as to the application of Rule 8 to you, please contact
an independent financial adviser authorised under the Financial Services and
Markets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk or
contact the Panel on telephone number +44 (0) 20 7638 0129; fax number +44 (0)
20 7236 7013.


                      This information is provided by RNS
            The company news service from the London Stock Exchange
END
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