Iron Mountain Incorporated (delaware) · NYSE:IRM
Iron Mountain Incorporated (delaware) — Iron Mountain — Merger or Acquisition (April 2015)
10 slides from Iron Mountain Incorporated (delaware)'s merger presentation, Apr 28, 2015
Slide 1: Iron Mountain Reaches Agreement in Principle to Acquire Recall
Iron Mountain Reaches Agreement in Principle to Acquire Recall April 28, 2015
Slide 2: Forward Looking Statements
Forward Looking Statements Certain statements contained in this communication may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements regarding the expected timing of the prop
Slide 3: Summary of Agreement in Principle
Summary of Agreement in Principle Fixed Exchange Ratio of 0.1722 of an IRM Common Share for Each REC Share 100% stock consideration Shareholders may elect alternative consideration of A$8.50 per share in cash Total cash consideration capped at A$225MM Exchange ratio will not be adjusted for ordinary
Slide 4: Summary of Agreement in Principle (cont’d)
Summary of Agreement in Principle (cont’d) Fixed Exchange Ratio of 0.1722 of an IRM Common Share for Each REC Share REC will pay a termination fee of 1.0% of equity value if REC’s Board changes its recommendation or terminates transaction for a superior proposal IRM will pay a termination fee of 1.0
Slide 5: Acquisition of Recall Expected to Create Significant Value
Acquisition of Recall Expected to Create Significant Value Compelling Opportunity Accelerates Successful Strategy Broader geographic footprint, enhanced growth profile and economies of scale drive significant cost synergies Run-rate currently estimated at $125-$140 million Includes potential tax syn
Slide 6: Enhances International Presence in Core Businesses
Enhances International Presence in Core Businesses Source: Company filings, Recall data is based on fiscal year ending June 30, 2014 Geographic Mix Business Mix Iron Mountain Recall 75% 17% 8% 63% 37% 76% 11% 13% 42% 58%
Slide 7: Compelling Offer for Recall Shareholders
Compelling Offer for Recall Shareholders Stock consideration affords Recall shareholders exposure to Iron Mountain’s already successful business and the ability to participate in the material upside/synergies from the combination Secondary listing on ASX allows trading of IRM shares locally in form
Slide 8: Attractive Synergy Opportunities
Estimated Annual Net Synergies $125 - $140 One-time Costs to Achieve(1) $145 - $165 One-time Integration Costs(2) $ 90 - $110 Total Costs $235 - $275 Attractive Synergy Opportunities (US$ in millions) Preliminary Assessment of Potential Stabilized Savings and Costs Sources: Recall 2014 Annual Report
Slide 9: Timing and Next Steps
Conduct customary due diligence Negotiate and sign a definitive “Scheme of Implementation Agreement” Follow Scheme of Arrangement process (respective shareholder approvals and Court approval) Timing and Next Steps Available capacity to fund cash costs including refinancing of Recall debt, taxes and
Slide 10: Important Information and Where to Find It
Important Information and Where to Find It In the event Iron Mountain and Recall enter into a Scheme Implementation Agreement, Iron Mountain intends to file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4, which will contain a prospectus relating to the s