News
Switch to be Taken Private by DigitalBridge Investment Management and IFM in $11 Billion Transaction
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.
Advisors
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.
About Switch
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.
About DigitalBridge
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.
Additional Information
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.
Mappable, a global company that brings powerful and highly customizable mapping solutions to the local markets, announces the launch of its new product — the Neurogeocoder API, which is now available to all clients in the UAE.
The Neurogeocoder API, powered by machine learning and AI, is a game-changer in geospatial solutions, particularly in light of the projected 14.2% CAGR growth of the global digital map market by 2030. Unlike standard geocoders with fixed algorithms set by the development team, Neurogeocoder’s adaptive nature ensures precise results, even with unstructured location queries containing errors or typos. This advanced tool allows for the seamless display of user-entered addresses on maps and facilitates the transformation of map points into detailed street addresses, ensuring precise and reliable location results. By recognizing local expressions for districts, towers, and roads, the Neurogeocoder effectively links them to specific addresses or points, a feat beyond the capabilities of standard geocoders.
The Neurogeocoder API is a powerful tool for various industries, including e-commerce, real estate, food-tech, ride-tech, and logistics. It helps quickly translate large address volumes into coordinates and vice versa, as well as process intricate or locally specific location queries for different business scenarios. For e-commerce, the Neurogeocoder can enhance customer service by displaying pickup points on maps, allowing users to choose the most convenient location when placing orders. For real estate companies, the tool can accurately showcase property locations, helping potential buyers visualize the surroundings to make informed decisions when considering a purchase. For logistics services, the API optimizes operations by providing accurate addresses to managers for better cost estimation of deliveries, leading to increased operational efficiency and cost savings for the business.
In addition to the Neurogeocoder API, Mappable offers a comprehensive suite of solutions tailored to multiple business needs:
- Performative, customizable, and data-rich maps for clients’ websites, apps, or CRM.
- Automatic geo verification and easy search by address, coordinates, and other parameters.
- Navigation and route planning tools that take into account traffic and weather forecasts as well as other parameters, to help drivers, couriers, and other professionals efficiently move around the country.
“The UAE is rapidly progressing in the fields of technology, e-commerce, and smart mobility and we’re excited to support businesses on this journey. Mappable solutions allow companies to optimize logistics and enhance customer service quality by automating processes and reducing workloads on internal personnel, call centers and order-processing specialists. We know what local businesses need and are constantly updating our products, using machine learning and AI to give our clients the best possible mapping solutions. The newly launched Neurogeocoder is a great example of this. It understands our address-inputting habits and adapts to them”, explained Sabina Mirza-Akhmedova, Chief Executive Officer at Mappable.
All Mappable solutions provide extensive customization opportunities, and a wide range of licensing choices. The company has also launched an online self-service desk, which gives easy and fast access to its APIs — for trial or license purchase. More information can be found at mappable.world.
About Mappable:
Mappable is a global mapping and geospatial solutions provider based in the UAE, offering powerful and customizable business solutions to local markets. With a focus on innovation and precision, Mappable provides cutting-edge mapping, geospatial, and navigation technologies to meet the diverse business needs of e-commerce platforms, retail chains, logistics and delivery firms, manufacturing enterprises, ride-tech and food-tech companies, telecommunications corporations, banks, as well as the public sector.
Chip series and SDK support next-generation Z-Wave capabilities for the global market.
Trident IoT, an RF technology and engineering company focused on decreasing time-to-market for connected device manufacturers, today announced the release of the new Taurus Z-Wave Series of silicon solutions.
The Trident IoT Taurus Z-Wave Series will encompass system-on-chip (SoC) solutions and modules that support the latest advancements in Z-Wave technology, including Z-Wave Long Range (ZWLR) for the U.S. and the implementation of the ZWLR European specification. The Taurus Z-Wave Series will ship with an SDK based on Open Z-Wave Specification Release 2024A.
“The Taurus Series gives global manufacturers access to cutting-edge Z-Wave capabilities,” said Trident IoT co-founder Bill Scheffler. “This silicon series and SDK will be the first to implement the ZWLR European specification, accelerating IoT product development worldwide.”
Taurus Series Silicon Specifications
The Taurus Series is based on an ultra-low power, high performance Z-Wave SoC. The Taurus SoC solution is designed to enable Z-Wave solutions with class-leading battery life, range, and memory.
Taurus Series chips feature an ARM® Cortex®-M33 microprocessor, 1MB of flash program memory, and 288KB of SRAM data memory for exceptional processing and response time. The powerful sub-GHz radios transmit at +20dBm and +14 dBm, enabling communication over distances up to 1+ miles.
Taurus chips support Z-Wave Plus, Z-Wave Plus v2 and ZWLR, enabling the development of highly secure, reliable, scalable, and backwards-compatible solutions for smart home, hospitality, multi-dwelling units and more. Using the ZWLR 12-bit addressing space, the Taurus Series supports networks of up to 4000 nodes; Taurus chips also leverage ZWLR dynamic power control, enabling end point battery life of up to ten years from a single coin-cell battery.
“ZWLR is a revolutionary technology, with the power to expand the reach, scale and utility of IoT applications while preserving full backward compatibility with currently deployed Z-Wave devices,” said Avi Rosenthal, Z-Wave Alliance Chairman of the Board. “This new Z-Wave silicon offering, paired with the Trident IoT SDK and design services, will enable more Z-Wave Alliance members to take advantage of ZWLR capabilities, bringing exciting new products to market faster around the globe.”
End-to-End Product Development Support
In line with the company’s mission to decrease time-to-market for IoT devices, Trident IoT will offer end-to-end engineering consultation for new products integrating Taurus Series silicon. In addition to the Taurus Series SDK, Trident IoT customers will also have access to an exclusive library of both Z-Wave and ZWLR device and sensor reference designs, created to accelerate the development of innovative new edge-of-property applications.
Trident IoT also offers in-depth consulting from some of the industry’s foremost experts on wireless connectivity, including Z-Wave technology. “Trident IoT was launched in response to a gap in the availability of IoT product design services,” says Mariusz Malkowski, Trident IoT CTO and founder. “The demand for consultation has been extraordinary: in just six months we’ve had to double our engineering resources.”
To support the development of market-ready products, the Trident IoT lab is fully equipped and available for Z-Wave, Z-Wave Plus v2, and ZWLR end product compliance and testing.
By providing silicon, design services, and in-house compliance testing, Trident IoT can help device manufacturers decrease time-to-market for new Z-Wave products by more than 60%. According to Kevin Kraus, VP of Technology Alliances and IoT Business Development, Yale – Fortune Brands Innovation, “In-depth consulting services from the Trident IoT team will be an invaluable accelerator for Fortune Brands, helping us to bring new Z-Wave-certified products to market in the near future. With the launch of this new single-die silicon solution, we look forward to collaborating on new devices with next-generation capabilities, including long-range and potentially even multi-protocol devices.”
Taurus Series Previews for Product Developers
Taurus Series silicon will begin shipping at scale in Q4 2024. In the meantime, Trident IoT will issue Taurus Series samples to select partners for initial testing and product development.
About Trident IoT:
Trident IoT is a technology and engineering company focused on simplifying RF development, increasing product success rates, and decreasing time-to-market for connected device manufacturers. Founded by a team of IoT veterans with over a century of industry knowledge, Trident IoT is aimed at making connected devices work as intended. With an initial focus on companies manufacturing Z-Wave devices, Trident IoT seeks to expand and build new relationships through a human connection at every level, including certification and market knowledge.
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