-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NoKBXBugKUKte1GvQXbkRRMrglgrIppSKkEgYWbm2vpgLIxBwZvapCRrf2OHvyep FIig7n2AUKNSqmCbwbJ3GQ== 0001193125-07-145626.txt : 20070628 0001193125-07-145626.hdr.sgml : 20070628 20070628160715 ACCESSION NUMBER: 0001193125-07-145626 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070627 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070628 DATE AS OF CHANGE: 20070628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EQUINIX INC CENTRAL INDEX KEY: 0001101239 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 770487526 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-31293 FILM NUMBER: 07947009 BUSINESS ADDRESS: STREET 1: 301 VELOCITY WAY, 5TH FLOOR CITY: FOSTER CITY STATE: CA ZIP: 94404 BUSINESS PHONE: 650-513-7000 MAIL ADDRESS: STREET 1: 301 VELOCITY WAY, 5TH FLOOR CITY: FOSTER CITY STATE: CA ZIP: 94404 8-K 1 d8k.htm FORM 8-K Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 


FORM 8-K

 


CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (date of earliest event reported): June 27, 2007

 


EQUINIX, INC.

(Exact Name of Registrant as Specified in its Charter)

 


 

Delaware   000-31293   77-0487526

(State or Other Jurisdiction

of Incorporation)

  (Commission File Number)  

(I.R.S. Employer

Identification Number)

301 Velocity Way, 5th Floor

Foster City, California 94404

(650) 513-7000

(Addresses of principal executive offices)

 


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 



Item 7.01. Regulation FD Disclosure

Offer to Acquire IXEurope Plc

On June 27, 2007, Equinix, Inc. (“Equinix”) issued a press release announcing that the boards of Equinix, Equinix UK Limited (“Equinix UK”), a wholly-owned subsidiary of Equinix, and IXEurope Plc (“IXEurope”) have reached agreement on the terms of a recommended acquisition (the “Acquisition”) by Equinix UK of the entire issued and to be issued share capital of IXEurope. Under the terms of the Acquisition, IXEurope shareholders will receive 125 pence in cash for each IXEurope share, valuing the share capital of IXEurope on a fully diluted basis at approximately £240.9 million.

The material terms of the Acquisition and its financing are disclosed by Equinix under cover of a separate Form 8-K filed as of the date hereof.

A copy of Equinix’s press release is attached hereto as Exhibit 99.1. The attached exhibit is provided under this Item 7.01 of Form 8-K and is furnished to, but not filed with, the Securities and Exchange Commission.

Updated Second Quarter 2007 Earnings Guidance.

On June 27, 2007, Equinix issued a press release announcing updated second quarter 2007 earnings guidance.

A copy of Equinix’s press release is attached hereto as Exhibit 99.2. The attached exhibit is provided under this Item 7.01 of Form 8-K and is furnished to, but not filed with, the Securities and Exchange Commission.

 

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

 

99.1

   Press Release of Equinix, Inc., dated June 27, 2007, related to offer to acquire IXEurope Plc.

99.2

   Press Release of Equinix, Inc., dated June 27, 2007, related to second quarter 2007 earnings guidance.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    EQUINIX, INC.  

DATE: June 28, 2007

    By:  

/s/ Keith D. Taylor

 
      Keith D. Taylor  
      Chief Financial Officer  


EXHIBIT INDEX

 

Exhibit
Number

  

Description

99.1

   Press Release of Equinix, Inc., dated June 27, 2007, related to offer to acquire IXEurope Plc.

99.2

   Press Release of Equinix, Inc., dated June 27, 2007, related to second quarter 2007 earnings guidance.
EX-99.1 2 dex991.htm PRESS RELEASE RELATED TO OFFER TO ACQUIRE IXEUROPE PLC Press Release related to offer to acquire IXEurope Plc

Exhibit 99.1

 

Equinix Media Contact:    Equinix Investor Relations Contact:

David Fonkalsrud

   Jason Starr

K/F Communications, Inc.

   Equinix, Inc.

(415) 255-6506

   (650) 513-7402

dave@kfcomm.com

   jstarr@equinix.com

FOR IMMEDIATE RELEASE

EQUINIX TO ACQUIRE EUROPEAN NETWORK-NEUTRAL DATA CENTER

OPERATOR IXEUROPE IN $482 MILLION DEAL

Equinix Continues Expansion Efforts to Further Strengthen Position as Leader in Colocation

and Network Exchange Services Market, and to Provide Customers with Comprehensive

Global Solution

Foster City, CA – June 27, 2007 (11:00 PM PT) – Equinix, Inc. (Nasdaq: EQIX), the leading provider of network-neutral data centers and Internet exchange services, announced today its firm intention to make an offer for the entire issued share capital of IXEurope Plc (“IXEurope”, AIM: IXE), a provider of colocation services in Europe. The acquisition comes as Equinix is in the midst of a more than $450 million expansion program in the U.S. and Asia-Pacific since 2006, and it is expected to strengthen Equinix’s market leading position by enabling the company to offer a comprehensive global solution for customers.

Equinix will integrate IXEurope’s network-neutral data center business and operations under the Equinix brand. IXEurope’s business includes 14 data centers comprising more than 380,000 square feet of net sellable space throughout Europe, including centers in London, Zurich, Frankfurt, Munich, Paris, Dusseldorf and Geneva. The company’s more than 450 enterprise and Internet customers include Merrill Lynch, Avis Europe, Deutsche Boerse, Citigroup, Rackspace and SurfControl.

With the addition of IXEurope to Equinix’s announced expansions, Equinix will have a total footprint of more than three million square feet of data center space across 17 markets in the U.S., Europe and Asia-Pacific, making it the most comprehensive, network neutral, global service provider in the market. Equinix is targeting completion of the transaction in mid-September 2007. The closing and its timing are subject to the approval of IXEurope’s stockholders and the UK courts as well as satisfaction or waiver of other closing conditions.


The acquisition will allow Equinix to immediately expand into the European market, and it will enable Equinix to provide customers with a single-source global solution for their data center and network connectivity services. Despite the differences of the European market and the existence of multiple network-neutral players in the market, this acquisition offers Equinix a variety of benefits as the company builds upon its market leadership in the U.S. and Asia-Pacific.

According to Tier 1 Research, global demand has outpaced supply by a factor of nearly three to one over the last 12 months. The European supply and demand imbalance is more than double the global rate with demand outpacing supply by a factor of more than six to one.

“The strategic acquisition of IXEurope by Equinix will solidify Equinix’s position as the world’s market leading colocation provider with high-quality data centers across the United States, Asia-Pacific and Europe,” said Steve Smith, CEO of Equinix. “Customers are increasingly demanding global solutions as the colocation industry continues to grow at double digit rates, and IXEurope has become one of the top providers of colocation services in Europe, operating high-quality data centers in key markets. Its integration into Equinix will continue our growth and allow us to meet the increasing expansion requirements of our global content, network and enterprise customers. We look forward to welcoming the customers and employees of IXEurope into Equinix.”

“Since its launch in 1999, IXEurope’s management has successfully established 14 IXDatacentres in four countries (4 IXDatacentres since its initial public offering in 2006), providing colocation services to many blue-chip, international customers,” said Guy Willner, CEO of IXEurope. “The combination of IXEurope’s European reach and operational expertise with Equinix’s existing global operations will further extend Equinix’s market leading position and allow it to further leverage the tremendous growth opportunities that exist in the colocation market worldwide.”

The current management team, including Guy Willner, IXEurope CEO, and Christophe de Buchet, IXEurope COO, will join Equinix and continue to operate the European business. Equinix and IXEurope will assemble an integration team comprised of senior managers to ensure a seamless integration. Equinix’s European regional headquarters will be located in London.


Financial Terms of the Transaction

The acquisition and related transaction costs are being financed out of Equinix corporate cash reserves and unsecured debt financing under committed facilities from Citigroup.

Under the terms of the acquisition, IXEurope shareholders will receive 125 pence, or approximately $2.50 per share in cash (at current exchange rates), for each IXEurope share held at the Scheme Record Time, valuing the existing issued share capital of IXEurope at approximately £241 million, or $482 million.

The Directors of IXEurope have agreed to recommend that IXEurope shareholders vote in favor of the resolutions to approve the Offer at the relevant shareholder and court meetings. Primary Shareholders representing in aggregate, 120,460,826 issued IXEurope Shares, (representing approximately 67 percent of the existing issued share capital of IXEurope) have agreed, subject to customary limitations, to vote in favor of the Offer at the relevant court and shareholder meetings.

Equinix will hold an investor conference call today at 8:00 a.m. Eastern Time (5:00 a.m. Pacific Time) to discuss the details of this announcement. To hear the conference call, please dial 773-799-3263 (domestic and international) at 7:50 a.m. (ET) and reference the passcode (EQIX). A simultaneous live Webcast of the call will be available over the Internet at www.equinix.com, under the Investor Relations heading.

A replay of the call will be available beginning on Thursday, June 28, 2007, at 11:00 a.m. (ET) through July 30, 2007 by dialing 203-369-3287. In addition, the Webcast will be available on the company’s Web site at www.equinix.com. No password is required for either method of replay.

About Equinix

Equinix is the leading global provider of network-neutral data centers and Internet exchange services for enterprises, content companies, systems integrators and network services providers. Through the company’s Internet Business Exchange™ (IBX®) centers in 10 markets in the U.S. and Asia, customers can directly interconnect with every major global network and ISP for their critical peering, transit and traffic exchange requirements. These interconnection points facilitate the highest performance and growth of the Internet by serving as neutral and open marketplaces for Internet infrastructure services, allowing customers to expand their businesses while reducing costs.


# # #

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 IXEurope 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. 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.

EX-99.2 3 dex992.htm PRESS RELEASE RELATED TO SECOND QUARTER 2007 EARNINGS GUIDANCE Press Release related to second quarter 2007 earnings guidance

Exhibit 99.2

 

Equinix Media Contact:    Equinix Investor Relations Contact:

David Fonkalsrud

   Jason Starr

K/F Communications, Inc.

   Equinix, Inc.

(415) 255-6506

   (650) 513-7402

dave@kfcomm.com

   jstarr@equinix.com

FOR IMMEDIATE RELEASE

EQUINIX ANNOUNCES EXPECTATION TO EXCEED GUIDANCE FOR

SECOND QUARTER 2007 FINANCIAL RESULTS; COMPANY SETS

QUARTERLY CONFERENCE CALL

Foster City, CA – June 27, 2007 (11:00 PM PT) – Equinix, Inc. (Nasdaq: EQIX), the leading provider of network-neutral data centers and Internet exchange services, today announced that it expects to exceed previously announced guidance for second quarter 2007 earnings. Revenues are expected to increase to $90.0 million to $91.0 million versus prior revenue guidance of $88.0 million to $89.0 million. EBITDA is expected to increase to $34.0 million to $35.0 million versus prior EBITDA guidance of $33.0 million to $34.0 million.

The company also announced that it will hold its quarterly conference call on Wednesday, July 25, 2007, at 5:30 p.m. ET (2:30 p.m. PT). On the call, the company will discuss second quarter results for the period ended June 30, 2007, and outlook for the third quarter 2007. To hear the conference call live, please dial 773-799-3263 (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 Investor Relations heading.

About Equinix

Equinix is the leading global provider of network-neutral data centers and Internet exchange services for enterprises, content companies, systems integrators and network services providers. Through the company’s Internet Business Exchange™ (IBX®) centers in 10 markets in the U.S. and Asia, customers can directly interconnect with every major global network and ISP for their critical peering, transit and traffic exchange requirements. These interconnection points facilitate the highest performance and growth of the Internet by serving as neutral and open marketplaces for Internet infrastructure services, allowing customers to expand their businesses while reducing costs.

# # #


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; 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. 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.

-----END PRIVACY-ENHANCED MESSAGE-----