October 2009 Switch and Data Acquisition Overview NASDAQ: EQIX Filed by Equinix, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Switch & Data Facilities Company,
Inc. (Commission File No. 001-33302) |
2 Public Disclosure Statement Except for historical information, our presentation today contains forward-looking statements which include words such as believe,
anticipate and expect. These forward-looking statements involve risks and uncertainties that may cause Equinixs actual results to differ materially from those expressed or implied by these statements. Factors that may affect Equinixs results are summarized in our annual report on Form 10-K filed February 26, 2009, and quarterly report on Form 10-Q filed on July 29, 2009. Equinix assumes no obligation and does not intend to update forward-looking statements made in this presentation. FORWARD LOOKING STATEMENTS |
Equinix Announces Agreement to Acquire Switch and Data Definitive Agreement - Announced October 21, 2009 Transaction valued at approximately $689 million based on closing price of Equinix
stock on October 20, 2009 Overall consideration paid by Equinix will be 80% Equinix stock and 20% cash Switch and Data stockholders will have the opportunity to elect to receive 0.19409
shares of Equinix stock or $19.06 for each share of Switch and Data stock, subject to pro-rata adjustment to achieve the 80/20 mix of stock and cash Expected to qualify as a tax-free exchange to Switch and Datas stockholders
with respect to the stock portion of the merger consideration an amount of the cash portion of the merger consideration may be replaced by an equivalent amount of Equinix stock to the extent necessary to achieve this Switch and Data directors, executive officers, and certain significant Stockholders have
agreed to vote 35% of Switch and Datas outstanding shares in favor of
the transaction The transaction is expected to close in the first quarter of
2010 subject to customary closing conditions, including the approval of
Switch and Datas stockholders and regulatory approvals 3 |
4 4 Business Drivers for Acquisition of Switch and Data Investing in our core business with measured and fully-funded expansion plan Stronger balance sheet for combined expansion capacity DISCIPLINED EXPANSION SUSTAINABLE DIFFERENTIATION High levels of network connectivity, operational reliability and global capabilities Access to broader North American reach for latency-sensitive applications CUSTOMER FOCUS Committed to our customers success Expanded capacity and new markets INDUSTRY LEADERSHIP Leading market position in data center services A leading Global Provider with over 6M gross Sq Ft worldwide STOCKHOLDER VALUE Increased scale and potential synergies reduce operating costs Accretive to Equinix stand alone cash flow going forward Favorable industry trends fueling increasing demand Adds 16 additional North American markets MARKET MOMENTUM |
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Data Center Hosting Services Landscape Sources: Gartner Nov 2008 & Ovum 2009, The North American datacenter market is highly fragmented, with over 350 companies providing Internet Data Center services Growth in the North American Web hosting market is supported by multiple, strong fundamental trends, including: Utility computing (including virtualization) The growth in Web content and applications North American Web Hosting Market, 2008-2012 (Millions of U.S. Dollars) Colocation Colocation Managed Managed Infrastructure Infrastructure Hosting Hosting Application Application Hosting Hosting Cloud/Utility Cloud/Utility Level of IT Complexity Low Hi |
6 6 Market leading ecosystem built to deliver low latency services Sustainable Differentiation Equinix: Providing a Unique Ecosystem With every major domestic and international network as a customer, Equinix acts like an airport hub, connecting businesses to the routes/carriers that lead most directly to the desired
destination The Hub of the Internet Content Services Hub Interconnecting the largest array of networks and content providers Connecting providers and customers of cloud computing with the key network and content players Content Services Hub Financial Services Hub Enterprise Computing Hub The Hub of the Internet |
7 Market Momentum Industry Trends 299 797 1,728 2,849 4,554 6,767 9,681 0 2,000 4,000 6,000 8,000 10,000 12,000 2006 2007 2008 2009E 2010E 2011E 2012E 4,234 6,658 10,803 16,195 24,019 32,489 43,551 0 10,000 20,000 30,000 40,000 50,000 2006 2007 2008 2009E 2010E 2011E 2012E $46 $56 $71 $89 $114 $150 -- $40.0 $80.0 $120.0 $160.0 2008 2009E 2010E 2011E 2012E 2013E 1,350 26 410 253 125 60 -- 200 400 600 800 1,000 1,200 1,400 1,600 2004 2005 2006 2007 2008 2009E (Thousands of peak messages per second) (Revenue, $ in Billions) Source: Gartner (2009). Source: Cisco Visual Networking Index Forecast and Methodology, 20072012. GLOBAL IP TRAFFIC US TRADING VOLUME GLOBAL CLOUD SERVICES REVENUE GLOBAL CONSUMER VIDEO TRAFFIC (Petabytes per month) (Petabytes per month) Source: Cisco Visual Networking Index Forecast and Methodology, 20072012. |
8 8 Our Customer Base CONTENT FINANCIAL NETWORK ENTERPRISE GLOBAL RECURRING REVENUE CONTRIBUTION (1) 26% 17% 20% 37% (1) Q3 09 Global MRR billing (excluding Netherlands). Blue chip customer base that is diversified across our key business segments
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Switch and
Data Unique Data Center Footprint Chicago Los Angeles New York Area Dallas/Irving Silicon Valley Washington, D.C. Phoenix Denver Miami Tampa Atlanta Indianapolis Boston Detroit Buffalo Cleveland Philadelphia Pittsburgh Nashville Seattle Toronto St. Louis Equinix Switch and Data Sources: Wall Street research and press releases Data Center Footprint Comparison 9 Switch and Data Has 22 Markets & 34 Data Centers In North America Expansion Markets: Switch and Data provides a footprint in key new markets (Atlanta, Denver, Miami,
Seattle, Toronto) Performance: positions Equinix to meet the needs of key network & cloud providers Growth: expands our growth/investment prospects Capacity: provides incremental inventory in key overlap markets that our sales engine can
utilize Interconnection: strengthens our interconnection presence in key metros Scale: Equinix can achieve significant operational and financial synergies Strategic Rationale |
Global
Service Delivery Platform in the Right Markets Located where the Cable Systems Interconnect the World Connecting over 350+ Network Providers Around the Globe 10 Sources: Telegeography & Equinix Equinix will have a presence in 9 of the Top 10 markets in North America and 13 of the top 20 Highest Capacity Internet Hubs in the World
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Comparative Stats Equinix* Switch and Data** 2008 Revenues $704.7 million $171.5 million Markets 18 markets in 10 countries in US, EU and AP 22 markets in North America # Data Centers 45* 34** Gross Square Ft > 5.0 million 1.1 million Cabinet Capacity 58,200* ~13,000** Reported Utilization 81%* ~61%** # Customers 2,522* 979** Ticker/Market EQIX (NASDAQ) SDXC (NASDAQ) Corporate Headquarters Foster City, CA Tampa, FL URL www.equinix.com www.switchanddata.com Prominent Customer Names IBM, AT&T, Verizon, Google, Amazon, MSN, Sprint, Qwest Akamai, Comcast, DirecTV, Limelight, Neuberger Berman, NTT, Verisign 11 * As announced by Equinix on Q3 results conference call on October 21, 2009; ** As announced by
Switch and Data on Q2 results conference call on July 28, 2009 |
12 This communication may be deemed to be solicitation material in respect of the proposed
transaction between Equinix and Switch and Data. In connection with the proposed transaction involving Equinix and Switch and Data, Equinix plans to file with the SEC a Registration Statement on Form S-4 containing a Proxy
Statement/Prospectus and each of Equinix and Switch and Data plan to file with the SEC other documents regarding the proposed
transaction. The definitive Proxy Statement/Prospectus will be mailed to stockholders of Switch and Data. SWITCH AND DATA STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC
CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Switch and Data stockholders will be able to obtain free copies of the Registration
Statement and the Proxy Statement/Prospectus (when available) and other documents filed with the SEC by Equinix and Switch and Data through the website maintained by the SEC at www.sec.gov. In addition, Switch and
Data stockholders will be able to obtain free copies of the Registration
Statement and the Proxy Statement/Prospectus (when available) and other documents filed with the SEC from Equinix by directing a request to Equinix, Inc., 301 Velocity Way, Fifth Floor, Foster City, CA
94404, Attention: Investor Relations (telephone: 888-222-1162) or going to Equinixs corporate website at www.equinix.com, or from Switch and Data by directing a request to Switch & Data Facilities Company, Inc., 1715 Westshore Boulevard, Suite 650, Tampa, FL 33607, Attention: Investor Relations (telephone: 866-797-2633) or going to
Switch and Datas corporate website at www.switchanddata.com. Equinix, Switch and Data and their respective
directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding Equinixs directors and executive officers is contained in its annual proxy statement filed with the SEC on April 23, 2009. Information regarding Switch and Datas directors and executive officers is contained in Switch and
Datas annual proxy statement filed with the SEC on April 6,
2009. Additional information regarding the interests of such potential participants will be included in the Proxy Statement/Prospectus and the other relevant documents filed with the SEC (when
available). Important Information for Investors and Stockholders |