SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
UNDER SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
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)
(CUSIP Number of Class of Securities)
2132 LR Hoofddorp
+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
Debevoise & Plimpton LLP
919 Third Avenue
New York, New York 10022
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
This Amendment No. 3 (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to exchange each outstanding Company ordinary share, par value 0.10 per share, validly tendered and not properly withdrawn pursuant to the Offer for the right to receive 0.7067 shares of Parent common stock, par value $0.01 per share.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 9.|| |
Item 9 Exhibits of the Schedule 14D-9 is hereby amended and supplemented by adding the following information:
|(a)(5)(S)||Investor Presentation, dated February 7, 2020 (incorporated by reference to InterXion Holding N.V.s filing with the SEC pursuant to Rule 425 on February 7, 2020)|
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.
|InterXion Holding N.V.|
|By:||/s/ David C. Ruberg|
Name: David C. Ruberg
Title: Chief Executive Officer
Date: February 7, 2020