Switch Common Stockholders to Receive $34.25 Per Share in Cash
Transaction Partners Switch with Preeminent Infrastructure Investment Consortium to Accelerate Company’s Long-Term Vision for Growth
Switch’s 100% Renewably Powered Platform Aligns with Vision to Build a Sustainable Future for Digital Infrastructure
LAS VEGAS, May 11, 2022 — Switch, Inc. (NYSE: SWCH) (“Switch”) today announced it has entered into a definitive agreement with DigitalBridge Group, Inc. (NYSE: DBRG) (“DigitalBridge”), under which DigitalBridge Partners II, the value-added digital infrastructure equity strategy of the investment management platform of DigitalBridge, and an affiliate of global infrastructure investor IFM Investors (“IFM”) will acquire all outstanding common shares of Switch for $34.25 per share in an all-cash transaction valued at approximately $11 billion, including the assumption of debt.
“Today’s announcement is an important step towards our long-term vision for the growth and evolution of our company. Through this partnership we will be ideally positioned to continue to meet strong customer demand for Switch’s environmentally sustainable Tier 5 data center infrastructure,” said Switch Founder and CEO, Rob Roy. “Following our expansion into a Fifth Prime campus last year, and with our plan to construct more than 11 million additional square feet of capacity through 2030, Switch’s strategic position has never been stronger. The combination of our advanced data center infrastructure, significant expansion capacity in our land bank, and a new partnership with experienced digital infrastructure investors lays a strong foundation for Switch’s continued industry leading growth.”
“This transaction provides significant and immediate value to our stockholders, and is a reflection of Switch’s industry leading performance and differentiated technology,” said Thomas Morton, President of Switch. “Through this transaction, we will remain at the forefront of growth and innovation within the data center industry. Following a robust evaluation of market dynamics and strategic review process by the company and its Board of Directors, we strongly believe that this is the optimal path forward for Switch and our shareholders.”
Marc Ganzi, Chief Executive Officer of DigitalBridge, said, “At DigitalBridge, we are building the world’s leading global digital infrastructure investment platform, and this transaction allows us to partner with one of the industry’s fastest growing and highest quality data center portfolios. Rob and his team share our vision for the future of communications infrastructure, making us the ideal partner to scale their business both domestically and internationally to meet the exponentially rising demand from large enterprise customers looking for mission critical digital infrastructure. We are also pleased to partner with IFM Investors, one of the world’s leading institutional infrastructure investors, to execute this compelling transaction.”
“We have a proven track record of accelerating companies’ time-to-scale by leveraging our deep domain expertise and access to capital,” said Jon Mauck, Senior Managing Director of DigitalBridge Investment Management. “We look forward to supporting Switch’s continued growth with the creative solutions and operational expertise necessary to scale these leading assets going forward. This fast-growing and renewables-powered business is a highly complementary fit within our expanding IM business and broader strategic priorities.”
Kyle Mangini, Global Head of Infrastructure at IFM, said, “IFM is excited to partner with DigitalBridge and Switch on this transaction. We consider Switch to be an excellent digital infrastructure business with strong potential. The company is a recognized industry leader with an impressive approach to ESG. Today’s announcement reflects IFM’s strategy of investing in high quality infrastructure to protect and grow the long-term retirement savings of working people.”
Transaction Approvals and Timing
The transaction, which was unanimously approved by a special committee of the Switch Board of Directors, is expected to close in the second half of 2022. The transaction is subject to approval by Switch stockholders and the satisfaction of other customary closing conditions. Upon completion of the transaction, Switch will no longer be traded or listed on any public securities exchange.
Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC acted as financial advisors to the Special Committee of the Board of Directors of Switch, and Latham & Watkins LLP acted as its legal counsel. RBC Capital Markets, LLC served as lead financial advisor and TD Securities served as co-advisor to DigitalBridge and IFM, and Simpson Thacher & Bartlett LLP acted as their legal counsel. Debt financing for the transaction was led by TD Securities along with Joint Lead Arrangers and Joint Lead Bookrunners Societe Generale, RBC Capital Markets, and Citizens Bank, N.A.
First Quarter 2022 Earnings Call
As a result of this transaction announcement, Switch has cancelled its first quarter 2022 earnings call, previously scheduled for Wednesday, May 11th at 8:30 am Eastern Time. Switch’s first quarter 2022 earnings press release and investor presentation are available on its investor relations website at investors.switch.com.
Switch, Inc. (NYSE: SWCH), is the independent leader in exascale data center ecosystems, edge data center designs, industry-leading telecommunications solutions and next-generation technology innovation. Switch Founder and CEO Rob Roy has developed more than 700 issued and pending patent claims covering data center designs that have manifested into the company’s world-renowned data centers and technology solutions.
Digital Bridge (NYSE: DBRG) is a leading global digital infrastructure firm. With a heritage of over 25 years investing in and operating businesses across the digital ecosystem including cell towers, data centers, fiber, small cells, and edge infrastructure, the DigitalBridge team manages a $47 billion portfolio of digital infrastructure assets on behalf of its limited partners and shareholders. Headquartered in Boca Raton, DigitalBridge has key offices in New York, Los Angeles, London, and Singapore. For more information, visit: www.digitalbridge.com.
About IFM Investors
IFM Investors is a global investment management firm and one of the largest infrastructure investors in the world. Established more than 25 years ago with the aim to protect and grow the long-term retirement savings of working people, IFM is owned by a group of Australian pension funds and manages approximately US$136 billion as of March 31st 2022. For more information, visit www.ifminvestors.com
Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of federal securities laws. Forward-looking statements in this press release include, but are not limited to, statements regarding the consummation of the transaction described above, future development and data center campus capacity. These forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from those indicated in such forward-looking statements, including but not limited to the ability of the parties to consummate the proposed transaction and the possibility that various closing conditions for the transaction may not be satisfied or waived, and the ability to realize the benefits expected from the transaction. The forward-looking statements in this press release are based on information available to Switch as of the date hereof, and Switch disclaims any obligation to update any forward-looking statements to reflect any change in its expectations or any change in events, conditions, or circumstances on which any such statement is based, except as required by law. For additional information regarding forward-looking statements, please refer to discussions under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operation” and elsewhere in our most recent Annual Report on Form 10-K and in our other reports filed with the Securities and Exchange Commission (“SEC”). Switch’s SEC filings are available on the Investor Relations section of our website at investors.switch.com and on the SEC’s website at www.sec.gov.
The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements: (i) the proposed merger may not be completed in a timely manner or at all, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect Switch or the expected benefits of the proposed merger or that the approval of Switch’s stockholders is not obtained; (ii) the failure to realize the anticipated benefits of the proposed merger; (iii) the ability of the buyer to obtain debt financing in connection with the proposed merger; (iv) the possibility that competing offers or acquisition proposals for Switch will be made; (v) the possibility that any or all of the various conditions to the consummation of the merger may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals); (vi) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger, including in circumstances which would require Switch to pay a termination fee or other expenses; and (vii) the effect of the announcement or pendency of the merger on Switch’s ability to retain and hire key personnel, its ability to maintain relationships with its customers, suppliers and others with whom it does business, or its operating results and business generally.
This report may be deemed solicitation material in respect of the proposed acquisition of Switch. A special shareholder meeting will be announced soon to obtain shareholder approval in connection with the proposed merger between the Company and Parent. Switch expects to file with the Securities and Exchange Commission (the “SEC”) a proxy statement and other relevant documents in connection with the proposed merger. Investors of Switch are urged to read the definitive proxy statement and other relevant materials carefully and in their entirety when they become available because they will contain important information about Switch and the proposed merger. Investors may obtain a free copy of these materials (when they are available) and other documents filed by the Company with the SEC at the SEC’s website at www.sec.gov, at the Company’s website at https://www.switch.com.
Participants in the Solicitation
Switch and its directors, executive officers and certain other members of management and employees may be deemed to be participants in soliciting proxies from its shareholders in connection with the proposed merger. Information regarding the persons who may, under the rules of the SEC, be considered to be participants in the solicitation of Switch’s shareholders in connection with the proposed merger will be set forth in Switch’s definitive proxy statement for its special shareholder meeting. Additional information regarding these individuals and any direct or indirect interests they may have in the proposed merger will be set forth in the definitive proxy statement when and if it is filed with the SEC in connection with the proposed merger.
Cash Management Company Coinshift Closes $15 Million Series A Led by Tiger Global, Sequoia Capital India, Alameda Ventures
Cash management company announces roadmap to build cutting-edge multichain treasury infrastructure for Web3
SHERIDAN, Wyo., May 17, 2022 — Coinshift, a leading treasury management and infrastructure platform that enables DAOs and crypto businesses to manage cash reserves, today announced its $15 million series A funding round and its roadmap for building a novel full-service treasury management solution in the industry.
The series A funding round is led by Tiger Global and joined by Sequoia Capital India, Ryan Hoover (Founder of Product Hunt and the Weekend Fund), Alameda Ventures, Spartan Group, Ethereal Ventures, Alpha Wave Capital, Hash key Capital, Quiet Capital, Polygon Studios, Volt Capital and 300 and more angels and operators in crypto and fintech.
Coinshift has undergone rapid growth since its launch in June 2021, managing more than 1000 safes, $1.3 billion in assets and $80 million in payouts for organizations like Consensys, Messari, Biconomy, Uniswap, Perpetual Protocol, Balancer and many others.
Coinshift Founder and Chief Executive Officer Tarun Gupta, commented, “Today, a new chapter of the Coinshift journey begins. We are unveiling a glimpse into our platform’s second version, through which we share our vision to build the most sophisticated multichain treasury infrastructure for Web3. The fact our investors have returned to participate in a series A funding round is a testimony to the quality of our platform and the timely solution we offer to fill the current needs in the market.”
Coinshift’s version 2 was built and designed in close collaboration with the industry’s leading Decentralized Autonomous Organizations (DAOs). Our version 2 will allow users to manage multiple Gnosis Safes for multiple chains under one organization to enable significant time saving and achieve transparency in treasury operations. The major architectural change between Coinshift version 1 and Coinshift version 2 is that users can add multiple safes to a single organization across multiple chains, whereas in version 1, one safe address was tied to one organization, in Coinshift’s feature-rich version 2 architecture, treasury managers and sub-DAO committees will be able to efficiently consolidate all their safes across networks and seamlessly visualize overall treasury balances. In addition, users will have global access to payees, labels, budgets, reporting and advanced access level control between safes.
“With Coinshift’s version 1, our team has done an incredible job of building a sophisticated mass payouts platform. With our version 2, we are taking a massive leap forward to enable DAOs of any size, to manage their treasury. But we’re just getting started, and we are excited for the opportunity that lies ahead as we work toward building the most sophisticated next-generation cryptocurrency treasury management platform.”
Tiger Global: “We’ve been impressed by the pace of product development at Coinshift since we met Tarun and the team. It’s clear there is a huge need for crypto native treasury management and payments, and we are excited to back Coinshift as they roll out the next iteration of the platform,” said Alex Cook, Partner, Tiger Global.
“Tarun and the team are building heads down at Coinshift. They have made wonderful progress since Sequoia Capital India participated in their seed funding last year. This round will enable them to build a wider set of offerings for treasury management and Sequoia Capital India is thrilled to deepen the commitment to Coinshift,” said Shailesh Lakhani, MD, Sequoia India
Alameda Ventures: “Excited to observe Coinshift leading the infrastructures to bring simple, flexible, and efficient DAO/treasury management tool into a wider audience,” said Adam, Partner at Alameda Ventures.
Notable individual investors include:
- Ryan Hoover (Founder of Product Hunt and the Weekend Fund)
- Sandeep Nailwal — Co-Founder and COO, Polygon
- Shiva Rajaraman — VP at Opensea
- Prabhakar Reddy — Founder of FalconX
- Scott Belsky — CPO Adobe and Founder of Behance
- Lenny Rachitsky — Previously Product Manager, Airbnb
- Utsav Somani — Iseed and Head of Angelist India
- Shaan Puri — Previously Director of Product, Twitch
Coinshift is a leading treasury management and infrastructure platform that enables DAOs and crypto businesses to manage cash reserves, general financing, and overall risk. Coinshift provides a single and easy-to-use solution that facilitates and manages treasury operations in an efficient manner. Coinshift is built on the Gnosis Safe, which allows clients to utilize its core pay-out features to manage payments, engage in collaborative multi-signature transactions, and save up to 90 percent on gas fees. We extend Gnosis Safe functionality with additional reporting features, on Ethereum and Polygon, allowing users to save time and reduce operational and gas costs.
Adani to Acquire Holcim's Stake in Ambuja Cements and ACC Limited
Largest Ever Acquisition in India’s Infra and Materials space valued at USD 10.5 billion
- Acquisition propels Adani into the cement business, and will establish its new materials, metal and mining vertical
- With this, Adani is now India’s second largest cement manufacturer (capacity ~70 MTPA)
AHMEDABAD, India, May 15, 2022 — The Adani Family, through an offshore special purpose vehicle, announced that it had entered into definitive agreements for the acquisition of Switzerland-based Holcim Ltd’s entire stake in two of India’s leading cement companies – Ambuja Cements Ltd and ACC Ltd.
Holcim, through its subsidiaries, holds 63.19% in Ambuja Cements and 54.53% in ACC (of which 50.05% is held through Ambuja Cements). The value for the Holcim stake and open offer consideration for Ambuja Cements and ACC is USD ~10.5 billion, which makes this the largest ever acquisition by Adani, and India’s largest ever M&A transaction in the infrastructure and materials space.
“Our move into the cement business is yet another validation of our belief in our nation’s growth story,” said Mr Gautam Adani, Chairman of the Adani Group. “Not only is India expected to remain one of the world’s largest demand-driven economies for several decades, India also continues to be the world’s second largest cement market and yet has less than half of the global average per capita cement consumption. In statistical comparison, China’s cement consumption is over 7x that of India’s. When these factors are combined with the several adjacencies of our existing businesses that include the Adani Group’s ports and logistics business, energy business, and real estate business, we believe that we will be able to build a uniquely integrated and differentiated business model and set ourselves up for significant capacity expansion.”
Mr Adani added, “Holcim’s global leadership in cement production and sustainability best practices brings to us some of the cutting-edge technologies that will allow us to accelerate the path to greener cement production. In addition, Ambuja Cements and ACC are two of the strongest brands recognized across India. When augmented with our renewable power generation footprint, we gain a big headstart in the decarbonization journey that is a must for cement production. This combination of all our capabilities makes me confident that we will be able to establish the cleanest and most sustainable cement manufacturing processes that will meet or exceed global benchmarks.”
“I am delighted that the Adani Group is acquiring our business in India to lead its next era of growth,” said Mr Jan Jenisch, CEO of Holcim Limited. “Mr Gautam Adani is a highly recognized business leader in India who shares our deep commitment to sustainability, people and communities. I would like to thank our 10,000 Indian colleagues who have played an essential role in the development of our business over the years with their relentless dedication and expertise. I am confident that the Adani Group is the perfect home for them as well as our customers to continue to thrive.”
With India’s cement consumption at just 242 kg per capita, as compared to the global average of 525 kg per capita, there is significant potential for the growth of the cement sector in India. The tailwinds of rapid urbanization, the growing middle class and affordable housing together with the post-pandemic recovery in construction and other infrastructure sectors are expected to continue driving the growth of the cement sector over the next several decades.
Ambuja Cements and ACC currently have a combined installed production capacity of ~70 MTPA. The two companies are among the strongest brands in India with immense depth of manufacturing and supply chain infrastructure, represented by their 23 cement plants, 14 grinding stations, 80 ready-mix concrete plants and over 50,000 channel partners across India.
Both Ambuja and ACC will benefit from synergies with the integrated Adani infrastructure platform, especially in the areas of raw material, renewable power and logistics, where Adani Portfolio companies have vast experience and deep expertise. This will enable higher margins and return on capital employed for the two companies. The Companies will also benefit from Adani’s focus on ESG, Circular Economy and Capital Management Philosophy. The businesses will continue to be deeply aligned to UN Sustainability Development Goals with clear focus on SDG 6 (Clean Water and Sanitation), SDG 7 (Affordable and Clean Energy), SDG 11 (Sustainable Cities and Communities) and SDG 13 (Climate Action).
The acquisition is subject to regulatory approvals and conditions.
Headquartered in Ahmedabad, India, Adani is the largest and fastest-growing portfolio of diversified businesses in India with interests in Logistics (seaports, airports, logistics, shipping and rail), Resources, Power Generation and Distribution, Renewable Energy, Gas and Infrastructure, Agro (commodities, edible oil, food products, cold storage and grain silos), Real Estate, Public Transport Infrastructure, Defence & Aerospace, and other sectors.
Adani owes its success and leadership position to its core philosophy of ‘Nation Building‘ and ‘Growth with Goodness‘ – a guiding principle for sustainable growth. The Group is committed to protecting the environment and improving communities through its CSR programmes based on the principles of sustainability, diversity and shared values. For more information, please visit www.adani.com
Holcim builds progress for people and the planet. As a global leader in innovative and sustainable building solutions, Holcim is enabling greener cities, smarter infrastructure and improving living standards around the world. With sustainability at the core of its strategy Holcim is becoming a net zero company, with its people and communities at the heart of its success.
The company is driving the circular economy as a world leader in recycling to build more with less. Holcim is the company behind some of the world’s most trusted brands in the building sector including ACC, Aggregate Industries, Ambuja Cement, Disensa, Firestone Building Products, Geocycle, Holcim and Lafarge. Holcim is 70,000 people around the world who are passionate about building progress for people and the planet through four business segments: Cement, Ready-Mix Concrete, Aggregates and Solutions & Products.
HR Path receives €225 million in Financing
HR Path today announced a new record round of financing. With this new operation, HR Path intends to continue its international expansion and strengthen its status as a global leader in the HR industry.
This round combines the raising of external growth-oriented bank financing and a reorganization of equity around Andera Partners, a partner of the group since 2019, which is structuring a dedicated co-investment fund for the occasion. The creation of such a fund for a company the size of HR Path is unprecedented on the market. This new financing method not only offers liquidity to investors and shareholders but also allows the international group to benefit from additional financial resources to continue its growth.
The €225 million funding round was led by Andera Partners and a dozen of its subscribers, including Societe Generale Capital Partenaires (SGCP). Six French banks (Société Générale, BNP Paribas, Crédit Agricole Ile de France, Banque Palatine, LCL and Caisse d’Épargne Ile de France) have also subscribed to this operation. The assistance of Volt Associés, and this co-investment fund made this fundraising. Andera Partners, the co-investment fund and SGCP remain minority shareholders of the group.
HR Path’s services range from HR strategy consulting (Advise) through the implementation of software solutions (Implement) to payroll outsourcing (Run). The international Group aims to continue its expansion and expand its value proposition in all countries of the world, especially in the 19 countries where the group is already present.
With a double growth, both organic and external HR Path aims to:
– Double its turnover within 5 years
– Receive 400 people a year in the coming years
– Become the world leader in the digital transformation of the HR function.
“This new round will allow us to give ourselves the means to achieve our ambitions. We want to contribute to the improvement of HR performance, including through the acquisition of new companies. We want to share our HR expertise with large international groups and create HR innovation with them,” says François Boulet, co-president of HR Path.
Cyril Courtin, co-president of HR Path, adds: “The topics around human capital are more than ever a priority: adapting to change, data security, employee attraction and employee engagement. Thanks to our own talents, their expertise and their involvement alongside our customers, HR Path is able to meet all these challenges that allow companies to improve HR experience. That is why we strongly believe in our potential and we welcome the confidence, renewed for some, of our financial partners.”
François-Xavier Mauron and Antoine Le Bourgeois, partners of Andera Partners, declare: “For the past 3 years, we have financed and supported the change of scale of this champion wishing to become a leading global player in its market. It is with pleasure that we will continue to support HR Path in its projects. This new method of managing shareholdings allows us to continue to create value on a performing asset for which we have a strong conviction. ”
Marc Jacquin, Director of Participations at SGCP explains: “After having accompanied the group on the occasion of its first operation in 2015 and again in 2017, SGCP is pleased to participate in this new stage of the HR Path group and to support the management in its ambition to build a global player in a dynamic and strategic market of the HR function for companies.”
About HR Path
HR Path, global leader in Human Resources, supports companies for which the human experience is essential to their digital transformation. Our 3 business lines, Advise, Implement & Run, contribute to the HR performance of its customers.
Created in 2001 in Paris and with its 1,300 talents, HR Path advises, integrates, and operates in 19 countries for more than 1,500 clients. Its turnover to date amounts to 140 million euros.
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