Iron Mountain, Recall Holdings Enter Into Scheme Implementation Deed

(RTTNews) - Iron Mountain Incorporated (IRM), the storage and information management services company, and Recall Holdings Limited, announced that they have entered into a binding Scheme Implementation Deed for Iron Mountain to acquire Recall by way of a recommended court-approved Scheme of Arrangement for an enterprise value of approximately A$3.4 billion or US$2.6 billion at the current Iron Mountain stock price.

The transaction is expected to close in early 2016.

Under the terms of the transaction, Recall shareholders will receive 0.1722 of an Iron Mountain common share and US$0.50 in cash for each Recall share, with Iron Mountain to establish a secondary listing on the Australian Securities Exchange or ASX to allow Recall Shareholders to trade Iron Mountain shares via CHESS Depository Interests or CDIs on the ASX.

Alternatively, Recall shareholders may elect to receive A$8.50 in cash for each Recall share. The total amount of cash consideration to be paid pursuant to this all-cash alternative is subject to a cap of A$225 million, with preferential access to the cash pool expected for the first 5,000 shares for each current Recall shareholder.

Following the completion of the transaction, Recall shareholders will own approximately 21% of Iron Mountain. Two current Recall directors will be appointed to the Board of Iron Mountain, according to the company.

The transaction is expected to generate significant synergies and Adjusted EPS, FFO and AFFO accretion. Total net synergies are expected to be approximately. Net synergies are expected to be approximately US$110 million in 2017 and US$140 million in 2018, resulting in Adjusted EPS accretion of approximately 20% and 25%, respectively. Estimates of potential synergies available through the transaction are preliminary and may increase as ongoing analysis and refinement of synergies progresses.

The terms of the transaction will not be adjusted for any dividends that Recall or Iron Mountain pay between now and closing of the transaction in the ordinary course or any dividends that Iron Mountain is required to pay to maintain compliance with its REIT status obligations.