[December 15, 2014]

Iron Mountain Confirms Proposal to Acquire Recall Holdings for A$7.00 Per Share by Scheme of Arrangement

Iron Mountain (News - Alert) Inc. (NYSE:IRM), the storage and information management company, today issued the following statement in response to Recall Holdings Ltd.'s rejection of Iron Mountain's proposal to acquire Recall for A$7.00 per share by way of a conditional scheme of arrangement:

"Our proposal - a nearly 40% premium to Recall's initial undisturbed share price - represented a compelling price, and the equity component would have provided Recall shareholders with a unique opportunity to participate in the growth of a combined business," said Iron Mountain President and CEO William L. Meaney. "Iron Mountain has an already-successful business strategy with excellent standalone growth prospects. However, we believed this proposed transaction represented the right opportunity at the right time for Iron Mountain and Recall shareholders to own the stock of a global combined company with attractive growth prospects-but only at the right price."

"We believe our proposal accurately reflected the value creation potential of the combined businesses-and an appropriate allocation of the potential synergies between shareholders of both companies. We are very surprised by Recall's suggestion that the combination would result in net synergies of $250 million. Iron Mountain's estimate of net synergies is substantially lower than Recall's estimate, which additionally, does not include the substantial time and transaction costs required to realize those synergies," Meaney added. "We see little point in having further discussions with Recall regarding a purchase of the company given their estimated values."

Iron Mountain's proposed consideration of A$7.00 per share represented an increase from an initial proposed price of A$6.75 per share to the company on December 5 and a 39.4 percent premium to Recall's initial undisturbed price of A$5.02 on September 29, before public market speculation about a transaction began. Adjusting for the increase in the ASX 200 since speculation began and recent increases in Recall's earnings estimates, the A$7.00 per share price also represented a 27.3 percent premiu to an adjusted undisturbed price of A$5.50, and a 26.8 percent premium to analyst consensus estimates of A$5.52 for the standalone value of Recall.

Iron Mountain is being advised by Goldman Sachs, as financial advisor, and Weil, Gotshal & Manges LLP and Minter Ellison as legal counsel.

Forward Looking Statement

This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws and is subject to the safe-harbor created by such Act. Forward-looking statements include the value creation potential of a combined Iron Mountain and Recall business and the standalone growth prospects of Iron Mountain. These forward-looking statements are subject to various known and unknown risks, uncertainties and other factors. When we use words such as "believes," "expects," "anticipates," "estimates" or similar expressions, we are making forward-looking statements. You should not rely upon forward-looking statements except as statements of our present intentions and of our present expectations, which may or may not occur. Although we believe that our forward-looking statements are based on reasonable assumptions, our expected results may not be achieved, and actual results may differ materially from our expectations. Important factors that could cause actual results to differ from our other expectations include, among others: (i) the cost to comply with current and future laws, regulations and customer demands relating to privacy issues; (ii) the impact of litigation or disputes that may arise in connection with incidents in which we fail to protect our customers' information; (iii) changes in the price for our storage and information management services relative to the cost of providing such storage and information management services; (iv) changes in customer preferences and demand for our storage and information management services; (v) the adoption of alternative technologies and shifts by our customers to storage of data through non-paper based technologies; (vi) the cost or potential liabilities associated with real estate necessary for our business; (vii) the performance of business partners upon whom we depend for technical assistance or management expertise outside the U.S.; (viii) changes in the political and economic environments in the countries in which our international subsidiaries operate; (ix) claims that our technology violates the intellectual property rights of a third party; (x) changes in the cost of debt; (xi) our ability or inability to complete acquisitions on satisfactory terms and to integrate acquired companies efficiently; (xii) other trends in competitive or economic conditions affecting our financial condition or results of operations not presently contemplated; and (xiii) other risks described more fully in our Annual Report on Form 10-K filed on February 28, 2014 under "Item 1A. Risk Factors", our Quarterly Report on Form 10-Q filed on July 31, 2014 under "Item 1A Risk Factors" and other documents that we file with the SEC (News - Alert) from time to time. Except as required by law, we undertake 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.

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 over 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.

[ Back To TMCnet.com's Homepage ]