BN 02/11 07:02 *TELECITY: PRIMARY LISTING FOR COMBINED GR. WOULD BE IN LONDON
BN 02/11 07:02 *INTERXION, TELECITYGROUP BDS SEE COMBINATION BELIEVE COMPELLING
BN 02/11 07:01 *INTERXION, TELECITYGROUP MERGER: SIGNING AFTER DUE DILIGENCE
BFW 02/11 07:01 *INTERXION, TELECITY AGREE TO MERGE
BN 02/11 07:01 *INTERXION, TELECITYGROUP MERGER: DAVID RUBERG WOULD BE CEO
BN 02/11 07:01 *INTERXION,TELECITY:BOARDS BELIEVE COMBINATION HIGHLY COMPELLING
BN 02/11 07:01 *INTERXION, TELECITYGROUP MERGER: JOHN BAKER AS DEPUTY CHAIRMAN
BN 02/11 07:01 *INTERXION, TELECITYGROUP MERGER: JOHN HUGHES WOULD BE CHAIRMAN
BN 02/11 07:00 *PRIMARY LISTING FOR COMBINED GROUP WOULD BE IN LONDON
BN 02/11 07:00 *INTERXION HOLDERS WOULD GET 2.3386 NEW TELECITYGROUP SHRS
BN 02/11 07:00 *INTERXION, TELECITYGROUP REACH NON-BINDING PACT
BN 02/11 07:00 *INTERXION,TELECITYGROUP REACH NON-BINDING PACT ON ALL-SHARE M.
BN 02/11 07:00 *INTERXION AND TELECITYGROUP REACH NON-BINDING PACT ON ALL-SHARE
BN 02/11 07:00 *INTERXION, TELECITYGROUP REACH NON-BINDING PACT ON ALL-SHARE
BN 02/11 07:02 *INTERXION, TELECITYGROUP BDS SEE COMBINATION BELIEVE COMPELLING
BN 02/11 07:01 *INTERXION, TELECITYGROUP MERGER: SIGNING AFTER DUE DILIGENCE
BFW 02/11 07:01 *INTERXION, TELECITY AGREE TO MERGE
BN 02/11 07:01 *INTERXION, TELECITYGROUP MERGER: DAVID RUBERG WOULD BE CEO
BN 02/11 07:01 *INTERXION,TELECITY:BOARDS BELIEVE COMBINATION HIGHLY COMPELLING
BN 02/11 07:01 *INTERXION, TELECITYGROUP MERGER: JOHN BAKER AS DEPUTY CHAIRMAN
BN 02/11 07:01 *INTERXION, TELECITYGROUP MERGER: JOHN HUGHES WOULD BE CHAIRMAN
BN 02/11 07:00 *PRIMARY LISTING FOR COMBINED GROUP WOULD BE IN LONDON
BN 02/11 07:00 *INTERXION HOLDERS WOULD GET 2.3386 NEW TELECITYGROUP SHRS
BN 02/11 07:00 *INTERXION, TELECITYGROUP REACH NON-BINDING PACT
BN 02/11 07:00 *INTERXION,TELECITYGROUP REACH NON-BINDING PACT ON ALL-SHARE M.
BN 02/11 07:00 *INTERXION AND TELECITYGROUP REACH NON-BINDING PACT ON ALL-SHARE
BN 02/11 07:00 *INTERXION, TELECITYGROUP REACH NON-BINDING PACT ON ALL-SHARE
Interxion and TelecityGroup Reach Non-Binding Agreement on All-Share Merger
2015-02-11 07:00:00.160 GMT
Interxion and TelecityGroup Reach Non-Binding Agreement on All-Share Merger
Interxion announces 2014 preliminary unaudited results
Business Wire
AMSTERDAM -- February 11, 2015
Interxion Holding N.V. (“Interxion”) today announces that it has reached a
non-binding agreement on an all-share merger with TelecityGroup plc
(“TelecityGroup”). The proposed transaction would be structured as an offer by
TelecityGroup for Interxion and the primary listing for the combined group
would be in London, where TelecityGroup’s shares are admitted to trade on the
London Stock Exchange (LSE: TCY); with a New York Stock Exchange listing for
TelecityGroup’s existing ADR programme contemplated.
TelecityGroup, headquartered in the United Kingdom, is a provider of data
centres, operating highly connected facilities in key European cities.
The boards of Interxion and TelecityGroup believe the combination of
TelecityGroup and Interxion businesses is highly compelling. Demand for data
centre services is evolving rapidly as enterprise data and digital
applications migrate to the cloud. The combined business will allow the
parties to provide customers with greater product choice and solutions for the
dynamic and expanding needs of multi-faceted customers seeking to address
global markets. The additional scale and scope of the combined operations will
give customers an expanded product set, more robust connectivity choices,
better landing points for access to European consumers and expanded gateways
to new markets in Africa, Asia and Eastern Europe.
Further, the key benefits of the proposed combination would include:
* Enhanced complementary customer offerings using the best practices of
TelecityGroup and Interxion which, coupled with the expanded geographical
footprint of the combined group, will give customers access to the
combined portfolio of services across Europe;
* Significant synergy potential. Incremental EBITDA from cost synergies and
enhanced growth opportunities are estimated by TelecityGroup to be
approximately £40m per year and capital expenditure synergies are
estimated by TelecityGroup to have a net present value of approximately
£300m. In total, this equates to a net present value of total synergies of
approximately £600m. In addition, TelecityGroup would expect substantial
incremental benefits from technology, capital productivity and commercial
synergies, as well as tax and other financial synergies; and
* Enhanced access to the capital markets and the opportunity of a lower cost
of capital. Combined balance sheet strength and capital allocation
discipline would enable the combined group to capitalise on future growth
opportunities as well as deliver predictable capital returns to
shareholders.
Under the terms of the non-binding agreement, Interxion shareholders would
receive 2.3386 new TelecityGroup shares per Interxion share. As a result,
Interxion shareholders would own approximately 45%, and TelecityGroup
shareholders approximately 55%, of the combined group. The primary listing for
the combined group would be in London with a New York Stock Exchange listing
for TelecityGroup’s existing ADR programme contemplated.
John Hughes would be Chairman of the combined group, with John Baker as Deputy
Chairman. David Ruberg would be appointed Chief Executive Officer of the
combined group for a period of 12 months following completion of the
transaction. He would lead the new, combined group and launch this exciting
new phase for both TelecityGroup and Interxion. Eric Hageman would be
appointed Chief Financial Officer. The board of the combined group would
comprise a balance of independent non-executive directors from both
TelecityGroup and Interxion.
Interxion Chairman John Baker said: “I believe that the combination of
InterXion and Telecity represents an attractive value creation opportunity for
our shareholders, with improved access to capital markets, reduced cost of
capital and a strong balance sheet.”
Interxion CEO David Ruberg said: “Bringing together the assets and solutions
offered by Interxion and Telecity will improve our customers’ ability to
realize the benefits of transitioning to the cloud. Together, we expect to be
able to further reduce our customers’ total cost of operation, help them
deliver improved functionality to their customers, and deliver industry
leading quality of service.”
TelecityGroup Executive Chairman John Hughes said: “We think that the
combination of TelecityGroup and Interxion would represent an extremely
compelling combination for all stakeholders of both companies. The transaction
would truly transform both organisations and allow them to deliver a superior
proposition to the joint customer base. In particular, we would like to thank
David Ruberg for his key contribution in orchestrating this proposed
transaction and we are delighted that he has agreed to launch the new combined
group.”
Signing of a binding transaction agreement is subject to, amongst other
things, satisfactory completion of mutual due diligence, approval by the
Interxion and TelecityGroup’s boards of directors and the negotiation of
definitive transaction documentation. Interxion and TelecityGroup have agreed
not to solicit or discuss alternative proposals until 4 March 2015 by which
time it is expected that a binding transaction agreement will be entered into.
Completion is anticipated in the second half of 2015, subject to Interxion and
TelecityGroup shareholder approvals and all relevant regulatory and antitrust
approvals.
There can be no certainty that a binding agreement will be reached, nor as to
the terms of such agreement.
Preliminary and Unaudited Financial Highlights
Interxion also announced certain unaudited financial information today for the
three months and year ended 31 December 2014.
* Revenue for the fourth quarter and full year is expected to have increased
by 15% and 11% to approximately €89.9 million and €340.6 million,
respectively (4Q 2013: €78.2 million; FY 2013: €307.1 million)
* Adjusted EBITDA for the fourth quarter and full year is expected to have
increased by 14% and 11% to approximately €38.7 million and €146.4
million, respectively (4Q 2013: €33.8 million; FY 2013: €131.8 million)
* Adjusted EBITDA margin for the fourth quarter and full year are expected
to be approximately 43% and 43%, respectively (4Q 2013: 43.2%; FY 2013:
42.9%)
* Capital Expenditures, including intangible asset, are expected to total
approximately €47.5 million in the fourth quarter and €216.0 million in
the full year 2014
The foregoing information is based on preliminary results and is not intended
to be a comprehensive statement of our financial or operational results for
the three months ended and year ended 31 December 2014. This information has
been prepared by and is the responsibility of management. The company’s
external auditors have not audited, reviewed, compiled or performed any
procedures with respect to this preliminary financial data. Accordingly, the
company’s external auditors do not express an opinion or any other form of
assurance with respect thereto. The preliminary results discussed above are
derived from our management accounts, rather than our consolidated interim and
full year financial statements which will be prepared in accordance with
International Financial Reporting Standards. Our preliminary results are based
on a number of assumptions that are subject to inherent uncertainties and
subject to change. In addition, while we believe these assumptions to be
reasonable, over the course of the next several weeks we will be completing
our financial statements as of and for the three months ended and year ended
31 December 2014. Accordingly, our actual results may vary from our
preliminary results above, and these variations could be material. As such,
you should not place undue reliance on the preliminary results information set
forth above.
Conference Call to Discuss Results
Interxion will release its fourth quarter and full year 2014 results on
Wednesday, 4 March 2015, and will host a conference call at 8:30 a.m. ET (1:30
pm GMT, 2:30 pm CET) to discuss the results.
To participate on this call, U.S. callers may dial toll free 1-866-966-9439;
callers outside the U.S. may dial direct +44 (0) 1452 555 566. The conference
ID for this call is ‘INXN.’ This event also will be webcast live over the
Internet in listen-only mode at investors.interxion.com.
A replay of this call will be available shortly after the call concludes and
will be available until 11 March 2015. To access the replay, U.S. callers may
dial toll free 1-866-247-4222; callers outside the U.S. may dial direct +44
(0) 1452 550 000. The replay access number is 65645801.
Perella Weinberg Partners LP which is a registered broker dealer with the U.S.
Securities and Exchange Commission, is acting for Interxion and no one else in
connection with the transaction and will not be responsible to anyone other
than Interxion for giving advice in connection with the transaction or any
matter referred to herein.
A copy of this announcement is also available, subject to certain restrictions
relating to persons resident in restricted jurisdictions, on Interxion’s
website at www.interxion.com. The content of the website referred to in this
announcement is not incorporated into and does not form part of this
announcement.
Sources and Bases
Information contained within this announcement has been calculated on the
basis of the following:
* TelecityGroup basic number of shares of 202.9m and fully diluted number of
shares of 204.6m
* Interxion basic number of share of 69.3m and fully diluted number of
shares of 70.9m
* The exchange ratio of 2.3386 new TelecityGroup shares per Interxion share
implies a 15% premium to the undisturbed Interxion share price of $26.47
per Interxion share (as at close of business on 9 February 2015)
Notes to editors
Interxion (NYSE: INXN) is a provider of data centre services in Europe,
serving a wide range of customers through 39 data centres in 11 European
countries. Interxion’s data centres offer customers extensive security and
uptime for their mission-critical applications. With over 500 connectivity
providers, 400 cloud providers and 20 European Internet exchanges across its
footprint, Interxion has created connectivity, cloud, content and finance hubs
that foster growing customer communities of interest. For more information,
please visit www.interxion.com.
TelecityGroup is a provider of data centres in Europe, operating highly
connected facilities in key cities. TelecityGroup plc is listed on the London
Stock Exchange (LSE: TCY). www.telecitygroup.com
Forward-looking Statements
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 difficulty of reducing
operating expenses in the short term, inability to utilise the capacity of
newly planned data centres and data centre expansions, significant
competition, the cost and supply of electrical power, data centre industry
over-capacity, performance under service-level agreements, and other risks
described from time to time in Interxion's filings with the Securities and
Exchange Commission. In addition, the negotiations for the business
combination may not advance, and even if they do, it may not be possible to
enter into definitive documentation on satisfactory terms and close the
agreement.
Interxion does not assume any obligation to update the forward-looking
information contained in this press release.
Use of Non-IFRS Information
EBITDA is defined as operating profit plus depreciation, amortisation and
impairment of assets. We define Adjusted EBITDA as EBITDA adjusted to exclude
share-based payments, increase/decrease in provision for onerous lease
contracts, transaction expenses and income from sub-leases on unused data
centre sites. Adjusted EBITDA margin is defined as Adjusted EBITDA as a
percentage of revenue. We present EBITDA, Adjusted EBITDA and Adjusted EBITDA
margin as additional information because we understand that they are measures
used by certain investors and because they are used in our financial covenants
in our €100 million revolving facility and €475 million 6.00% Senior Secured
Notes due 2020. A reconciliation from Operating profit to EBITDA and EBITDA to
Adjusted EBITDA is provided elsewhere in this press release.
Other companies, however, may present EBITDA, Adjusted EBITDA and Adjusted
EBITDA margin differently than we do. EBITDA, Adjusted EBITDA and Adjusted
EBITDA margin are not measures of financial performance under IFRS and should
not be considered as an alternative to operating profit or as a measure of
liquidity or an alternative to net income as indicators of our operating
performance or any other measure of performance derived in accordance with
IFRS.
Interxion does not provide forward-looking estimates of Net profit, Operating
profit, depreciation, amortisation, and impairments, share-based payments, or
increase/decrease in provision for onerous lease contracts, and income from
sub-leases on unused data centre sites, which it uses to reconcile to Adjusted
EBITDA. Interxion is, therefore, unable to provide forward-looking reconciling
information for Adjusted EBITDA.
Important information
This announcement is for informational purposes only and is not intended to,
and does not, constitute or form part of an offer to sell or the solicitation
of an offer to buy or subscribe to any securities, nor shall there be any sale
of securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction.
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.
INTERXION HOLDING N.V.
ADJUSTED EBITDA RECONCILIATION
(in €’000 – except where stated otherwise)
(unaudited)
€ millions Three Months Ended^(1) Year Ended^(1)
31 Dec 31 Dec 31 Dec 31 Dec
2014 2013 2014 2013
Unaudited Unaudited
Reconciliation to Adjusted
EBITDA^(2)
Operating profit 18.8 19.0 78.4 70.4
Depreciation, amortisation and 17.3 13.5 62.2 57.7
impairments
EBITDA 36.2 32.5 140.6 128.0
Share based payments 2.3 1.3 6.6 4.1
Increase/(decrease) in
provision for onerous lease - - (0.8) -
contracts
Transaction expenses 0.3 - 0.3 -
Income from sub-leases on (0.1) - (0.3) (0.3)
unused data centre sites
Adjusted EBITDA 38.7 33.8 146.4 131.8
Adjusted EBITDA Margin 43% 43.2% 43% 42.9%
2015-02-11 07:00:00.160 GMT
Interxion and TelecityGroup Reach Non-Binding Agreement on All-Share Merger
Interxion announces 2014 preliminary unaudited results
Business Wire
AMSTERDAM -- February 11, 2015
Interxion Holding N.V. (“Interxion”) today announces that it has reached a
non-binding agreement on an all-share merger with TelecityGroup plc
(“TelecityGroup”). The proposed transaction would be structured as an offer by
TelecityGroup for Interxion and the primary listing for the combined group
would be in London, where TelecityGroup’s shares are admitted to trade on the
London Stock Exchange (LSE: TCY); with a New York Stock Exchange listing for
TelecityGroup’s existing ADR programme contemplated.
TelecityGroup, headquartered in the United Kingdom, is a provider of data
centres, operating highly connected facilities in key European cities.
The boards of Interxion and TelecityGroup believe the combination of
TelecityGroup and Interxion businesses is highly compelling. Demand for data
centre services is evolving rapidly as enterprise data and digital
applications migrate to the cloud. The combined business will allow the
parties to provide customers with greater product choice and solutions for the
dynamic and expanding needs of multi-faceted customers seeking to address
global markets. The additional scale and scope of the combined operations will
give customers an expanded product set, more robust connectivity choices,
better landing points for access to European consumers and expanded gateways
to new markets in Africa, Asia and Eastern Europe.
Further, the key benefits of the proposed combination would include:
* Enhanced complementary customer offerings using the best practices of
TelecityGroup and Interxion which, coupled with the expanded geographical
footprint of the combined group, will give customers access to the
combined portfolio of services across Europe;
* Significant synergy potential. Incremental EBITDA from cost synergies and
enhanced growth opportunities are estimated by TelecityGroup to be
approximately £40m per year and capital expenditure synergies are
estimated by TelecityGroup to have a net present value of approximately
£300m. In total, this equates to a net present value of total synergies of
approximately £600m. In addition, TelecityGroup would expect substantial
incremental benefits from technology, capital productivity and commercial
synergies, as well as tax and other financial synergies; and
* Enhanced access to the capital markets and the opportunity of a lower cost
of capital. Combined balance sheet strength and capital allocation
discipline would enable the combined group to capitalise on future growth
opportunities as well as deliver predictable capital returns to
shareholders.
Under the terms of the non-binding agreement, Interxion shareholders would
receive 2.3386 new TelecityGroup shares per Interxion share. As a result,
Interxion shareholders would own approximately 45%, and TelecityGroup
shareholders approximately 55%, of the combined group. The primary listing for
the combined group would be in London with a New York Stock Exchange listing
for TelecityGroup’s existing ADR programme contemplated.
John Hughes would be Chairman of the combined group, with John Baker as Deputy
Chairman. David Ruberg would be appointed Chief Executive Officer of the
combined group for a period of 12 months following completion of the
transaction. He would lead the new, combined group and launch this exciting
new phase for both TelecityGroup and Interxion. Eric Hageman would be
appointed Chief Financial Officer. The board of the combined group would
comprise a balance of independent non-executive directors from both
TelecityGroup and Interxion.
Interxion Chairman John Baker said: “I believe that the combination of
InterXion and Telecity represents an attractive value creation opportunity for
our shareholders, with improved access to capital markets, reduced cost of
capital and a strong balance sheet.”
Interxion CEO David Ruberg said: “Bringing together the assets and solutions
offered by Interxion and Telecity will improve our customers’ ability to
realize the benefits of transitioning to the cloud. Together, we expect to be
able to further reduce our customers’ total cost of operation, help them
deliver improved functionality to their customers, and deliver industry
leading quality of service.”
TelecityGroup Executive Chairman John Hughes said: “We think that the
combination of TelecityGroup and Interxion would represent an extremely
compelling combination for all stakeholders of both companies. The transaction
would truly transform both organisations and allow them to deliver a superior
proposition to the joint customer base. In particular, we would like to thank
David Ruberg for his key contribution in orchestrating this proposed
transaction and we are delighted that he has agreed to launch the new combined
group.”
Signing of a binding transaction agreement is subject to, amongst other
things, satisfactory completion of mutual due diligence, approval by the
Interxion and TelecityGroup’s boards of directors and the negotiation of
definitive transaction documentation. Interxion and TelecityGroup have agreed
not to solicit or discuss alternative proposals until 4 March 2015 by which
time it is expected that a binding transaction agreement will be entered into.
Completion is anticipated in the second half of 2015, subject to Interxion and
TelecityGroup shareholder approvals and all relevant regulatory and antitrust
approvals.
There can be no certainty that a binding agreement will be reached, nor as to
the terms of such agreement.
Preliminary and Unaudited Financial Highlights
Interxion also announced certain unaudited financial information today for the
three months and year ended 31 December 2014.
* Revenue for the fourth quarter and full year is expected to have increased
by 15% and 11% to approximately €89.9 million and €340.6 million,
respectively (4Q 2013: €78.2 million; FY 2013: €307.1 million)
* Adjusted EBITDA for the fourth quarter and full year is expected to have
increased by 14% and 11% to approximately €38.7 million and €146.4
million, respectively (4Q 2013: €33.8 million; FY 2013: €131.8 million)
* Adjusted EBITDA margin for the fourth quarter and full year are expected
to be approximately 43% and 43%, respectively (4Q 2013: 43.2%; FY 2013:
42.9%)
* Capital Expenditures, including intangible asset, are expected to total
approximately €47.5 million in the fourth quarter and €216.0 million in
the full year 2014
The foregoing information is based on preliminary results and is not intended
to be a comprehensive statement of our financial or operational results for
the three months ended and year ended 31 December 2014. This information has
been prepared by and is the responsibility of management. The company’s
external auditors have not audited, reviewed, compiled or performed any
procedures with respect to this preliminary financial data. Accordingly, the
company’s external auditors do not express an opinion or any other form of
assurance with respect thereto. The preliminary results discussed above are
derived from our management accounts, rather than our consolidated interim and
full year financial statements which will be prepared in accordance with
International Financial Reporting Standards. Our preliminary results are based
on a number of assumptions that are subject to inherent uncertainties and
subject to change. In addition, while we believe these assumptions to be
reasonable, over the course of the next several weeks we will be completing
our financial statements as of and for the three months ended and year ended
31 December 2014. Accordingly, our actual results may vary from our
preliminary results above, and these variations could be material. As such,
you should not place undue reliance on the preliminary results information set
forth above.
Conference Call to Discuss Results
Interxion will release its fourth quarter and full year 2014 results on
Wednesday, 4 March 2015, and will host a conference call at 8:30 a.m. ET (1:30
pm GMT, 2:30 pm CET) to discuss the results.
To participate on this call, U.S. callers may dial toll free 1-866-966-9439;
callers outside the U.S. may dial direct +44 (0) 1452 555 566. The conference
ID for this call is ‘INXN.’ This event also will be webcast live over the
Internet in listen-only mode at investors.interxion.com.
A replay of this call will be available shortly after the call concludes and
will be available until 11 March 2015. To access the replay, U.S. callers may
dial toll free 1-866-247-4222; callers outside the U.S. may dial direct +44
(0) 1452 550 000. The replay access number is 65645801.
Perella Weinberg Partners LP which is a registered broker dealer with the U.S.
Securities and Exchange Commission, is acting for Interxion and no one else in
connection with the transaction and will not be responsible to anyone other
than Interxion for giving advice in connection with the transaction or any
matter referred to herein.
A copy of this announcement is also available, subject to certain restrictions
relating to persons resident in restricted jurisdictions, on Interxion’s
website at www.interxion.com. The content of the website referred to in this
announcement is not incorporated into and does not form part of this
announcement.
Sources and Bases
Information contained within this announcement has been calculated on the
basis of the following:
* TelecityGroup basic number of shares of 202.9m and fully diluted number of
shares of 204.6m
* Interxion basic number of share of 69.3m and fully diluted number of
shares of 70.9m
* The exchange ratio of 2.3386 new TelecityGroup shares per Interxion share
implies a 15% premium to the undisturbed Interxion share price of $26.47
per Interxion share (as at close of business on 9 February 2015)
Notes to editors
Interxion (NYSE: INXN) is a provider of data centre services in Europe,
serving a wide range of customers through 39 data centres in 11 European
countries. Interxion’s data centres offer customers extensive security and
uptime for their mission-critical applications. With over 500 connectivity
providers, 400 cloud providers and 20 European Internet exchanges across its
footprint, Interxion has created connectivity, cloud, content and finance hubs
that foster growing customer communities of interest. For more information,
please visit www.interxion.com.
TelecityGroup is a provider of data centres in Europe, operating highly
connected facilities in key cities. TelecityGroup plc is listed on the London
Stock Exchange (LSE: TCY). www.telecitygroup.com
Forward-looking Statements
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 difficulty of reducing
operating expenses in the short term, inability to utilise the capacity of
newly planned data centres and data centre expansions, significant
competition, the cost and supply of electrical power, data centre industry
over-capacity, performance under service-level agreements, and other risks
described from time to time in Interxion's filings with the Securities and
Exchange Commission. In addition, the negotiations for the business
combination may not advance, and even if they do, it may not be possible to
enter into definitive documentation on satisfactory terms and close the
agreement.
Interxion does not assume any obligation to update the forward-looking
information contained in this press release.
Use of Non-IFRS Information
EBITDA is defined as operating profit plus depreciation, amortisation and
impairment of assets. We define Adjusted EBITDA as EBITDA adjusted to exclude
share-based payments, increase/decrease in provision for onerous lease
contracts, transaction expenses and income from sub-leases on unused data
centre sites. Adjusted EBITDA margin is defined as Adjusted EBITDA as a
percentage of revenue. We present EBITDA, Adjusted EBITDA and Adjusted EBITDA
margin as additional information because we understand that they are measures
used by certain investors and because they are used in our financial covenants
in our €100 million revolving facility and €475 million 6.00% Senior Secured
Notes due 2020. A reconciliation from Operating profit to EBITDA and EBITDA to
Adjusted EBITDA is provided elsewhere in this press release.
Other companies, however, may present EBITDA, Adjusted EBITDA and Adjusted
EBITDA margin differently than we do. EBITDA, Adjusted EBITDA and Adjusted
EBITDA margin are not measures of financial performance under IFRS and should
not be considered as an alternative to operating profit or as a measure of
liquidity or an alternative to net income as indicators of our operating
performance or any other measure of performance derived in accordance with
IFRS.
Interxion does not provide forward-looking estimates of Net profit, Operating
profit, depreciation, amortisation, and impairments, share-based payments, or
increase/decrease in provision for onerous lease contracts, and income from
sub-leases on unused data centre sites, which it uses to reconcile to Adjusted
EBITDA. Interxion is, therefore, unable to provide forward-looking reconciling
information for Adjusted EBITDA.
Important information
This announcement is for informational purposes only and is not intended to,
and does not, constitute or form part of an offer to sell or the solicitation
of an offer to buy or subscribe to any securities, nor shall there be any sale
of securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction.
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.
INTERXION HOLDING N.V.
ADJUSTED EBITDA RECONCILIATION
(in €’000 – except where stated otherwise)
(unaudited)
€ millions Three Months Ended^(1) Year Ended^(1)
31 Dec 31 Dec 31 Dec 31 Dec
2014 2013 2014 2013
Unaudited Unaudited
Reconciliation to Adjusted
EBITDA^(2)
Operating profit 18.8 19.0 78.4 70.4
Depreciation, amortisation and 17.3 13.5 62.2 57.7
impairments
EBITDA 36.2 32.5 140.6 128.0
Share based payments 2.3 1.3 6.6 4.1
Increase/(decrease) in
provision for onerous lease - - (0.8) -
contracts
Transaction expenses 0.3 - 0.3 -
Income from sub-leases on (0.1) - (0.3) (0.3)
unused data centre sites
Adjusted EBITDA 38.7 33.8 146.4 131.8
Adjusted EBITDA Margin 43% 43.2% 43% 42.9%