BOSTON--(BUSINESS WIRE)--Iron Mountain Incorporated (NYSE: IRM), the storage and information management company, announced that Recall Holdings has received approval from the Federal Court of Australia to defer the date of its Scheme Meeting related to Iron Mountain’s acquisition of Recall from the previously scheduled date of December 3, 2015 to March 17, 2016.
The special shareholder meeting to approve the acquisition is referred to as the Scheme Meeting in Australia, and will be held once certain conditions to closing of the transaction, including regulatory clearance, are satisfied. As previously disclosed, the transaction is being reviewed by regulatory authorities in Australia, the United States, the United Kingdom and Canada. The regulatory review is progressing; however, we do not expect to obtain all regulatory approvals prior to the originally scheduled Scheme Meeting date of December 3.
Acquisitions in Australia require Federal Court approval to proceed. Before the Federal Court can issue its approval, all regulatory clearances must have been received to enable Recall shareholders to vote on the Scheme with a clear understanding of the agreements expected with the various regulatory authorities. Additionally, as provided in the Scheme Implementation Deed, Iron Mountain and Recall had agreed that in order to facilitate REIT compliance measures, the closing date should occur in the first 30 days of a calendar quarter, and that it might be necessary to adjust the Court hearing date to achieve that objective. As a result of these factors, the earliest Recall can hold its Scheme Meeting and schedule subsequent Australian Federal Court approval dates is March, with implementation expected on April 1, 2016.
Regulatory review and approval is a normal part of the acquisition process, and as previously disclosed, Iron Mountain has agreed to make certain divestments, if required to address competition issues including divestments of certain assets, among other possible remedies. Iron Mountain expects all required regulatory approvals will be determined by the new Scheme Meeting date and the transaction would close early in the second quarter of 2016.
Iron Mountain stockholders overwhelmingly approved the issuance of shares for the acquisition of Recall on November 19, and the Recall Board of Directors continues to unanimously recommend that its shareholders vote in favor of the transaction.
About Iron Mountain
Iron Mountain Incorporated (NYSE: IRM) is a leading provider of storage and information management services. The company’s real estate network of more than 67 million square feet across more than 1,000 facilities in 36 countries allows it to serve customers with speed and accuracy. And its solutions for records management, data management, document management, and secure shredding help organizations to lower storage costs, comply with regulations, recover from disaster, and better use their information for business advantage. Founded in 1951, Iron Mountain stores and protects billions of information assets, including business documents, backup tapes, electronic files and medical data. Visit www.ironmountain.com for more information.
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 and other securities laws and be subject to the safe-harbor created by such Act. These forward-looking statements are subject to various known and unknown risks, uncertainties and other factors. When Iron Mountain uses words such as "believes," "expects," "anticipates," "estimates" or similar expressions, it is making forward-looking statements. You should not rely upon forward-looking statements except as statements of Iron Mountain’s present intentions and of Iron Mountain’s present expectations, which may or may not occur. Although Iron Mountain believes that its forward-looking statements are based on reasonable assumptions, Iron Mountain’s expected results may not be achieved, and actual results may differ materially from its expectations. Important factors that could cause actual results to differ from Iron Mountain’s other expectations include, among others: (i) Iron Mountain’s expected dividends may be materially different than Iron Mountain’s estimates; (ii) the cost to comply with current and future laws, regulations and customer demands relating to privacy issues; (iii) the impact of litigation or disputes that may arise in connection with incidents in which Iron Mountain fails to protect its customers' information; (iv) changes in the price for Iron Mountain’s storage and information management services relative to the cost of providing such storage and information management services; (v) changes in customer preferences and demand for Iron Mountain’s storage and information management services; (vi) the adoption of alternative technologies and shifts by Iron Mountain’s customers to storage of data through non-paper based technologies; (vii) the cost or potential liabilities associated with real estate necessary for Iron Mountain’s business; (viii) the performance of business partners upon whom Iron Mountain depends for technical assistance or management expertise outside the United States.; (ix) changes in the political and economic environments in the countries in which Iron Mountain’s international subsidiaries operate; (x) changes in the cost of Iron Mountain’s debt; (xi) changes in the amount of Iron Mountain’s capital expenditures; (xii) Iron Mountain’s ability to remain qualified for taxation as a real estate investment trust; (xiii) Iron Mountain’s ability or inability to complete acquisitions on satisfactory terms and to integrate acquired companies efficiently; and (xiv) other trends in competitive or economic conditions affecting Iron Mountain’s financial condition or results of operations not presently contemplated. In addition, with respect to the potential Recall transaction, Iron Mountain’s ability to close the proposed transaction in accordance with its terms and within the anticipated time period, or at all, is dependent on Iron Mountain’s and Recall's ability to satisfy the closing conditions for the transaction, including the receipt of governmental and shareholder approvals. Additional risks and factors that may affect results are set forth in Iron Mountain’s filings with the Securities and Exchange Commission, including Iron Mountain’s Annual Report on Form 10-K for the fiscal year ending December 31, 2014, Iron Mountain’s current report on Form 8-K, filed with the SEC on May 7, 2015 and Iron Mountain’s quarterly report on From 10-Q for the fiscal quarter ending September 30, 2015 and in Recall’s filings with the Australian Stock Exchange, including Recall’s Annual Report for the fiscal year ending June 30, 2015. Except as required by law, Iron Mountain undertakes no obligation to release publicly the result of any revision to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.