American Tower launches cash tender offer for all outstanding shares of CoreSite


BOSTON–(COMMERCIAL THREAD) – American Tower Corporation (NYSE: AMT) (“American Tower”) today announced the launch of a takeover bid by its indirect wholly-owned subsidiary, Appleseed Merger Sub LLC, for all common shares outstanding from CoreSite Realty Corporation (NYSE: COR) (“CoreSite”) at a price of $ 170.00 per share in cash. The takeover bid is made pursuant to the Merger Agreement and Plan announced by American Tower and CoreSite on November 15, 2021.

On November 29, 2021 (Eastern Time), American Tower filed with the United States Securities and Exchange Commission (SEC) a tender offer statement on Schedule TO, which sets out the terms of takeover bid. In addition, CoreSite has filed with the SEC a solicitation / recommendation statement on Schedule 14D-9 which includes the recommendation of the Board of Directors of CoreSite that CoreSite shareholders accept the tender offer and file their actions.

The take-over bid will expire one minute after 11:59 p.m. EST on Monday, December 27, 2021, unless extended. Completion of the tender offer is subject to customary terms and conditions, including the offering of a number of common shares of CoreSite which, together with all common shares (if any) beneficially owned by American Tower Investments LLC or its subsidiaries, represents at least the majority of the outstanding common shares of CoreSite at the time the offer expires. A successful completion of the tender offer will be followed by a merger to acquire all of the unregistered shares of CoreSite for the same price payable in the tender offer.

Copies of the Offer to Purchase, Cover Letter and other documents relating to the Takeover Offer may be obtained free of charge from the Information Agent, Innisfree M&A Incorporated. Shareholders can call toll-free at (877) 717-3904, and for banks and brokerage firms at (212) 750-5833. The custodian of the takeover bid is American Stock Transfer & Trust Company, LLC.

About the American Tower

American Tower, one of the world’s largest REITs, is a leading independent owner, operator and developer of multi-tenant communications real estate with a portfolio of approximately 219,000 communications sites. For more information on American Tower, please visit the “Earnings Documents” and “Investor Presentations” sections of our Investor Relations website at www.americantower.com.

Caution regarding forward-looking statements

This press release contains statements about future events and expectations, or “forward-looking statements”, all of which are inherently uncertain. We have based these forward-looking statements on management’s current expectations and assumptions and not on historical facts. When we use words like “projects”, “anticipate”, “intend”, “plan”, “believe”, “estimate”, “expect”, “plan”, “should”, “Should”, “could”, “may” or similar expressions, we make forward-looking statements. Examples of such statements include, but are not limited to, statements regarding the proposed closing of the transaction described above, American Tower’s ability to successfully integrate the assets it acquires or to use those assets in their full capacity, including the integration of CoreSite after the consumption of the transaction described above, the expected financial projections for the real estate portfolio and the impact on the consolidated results of American Tower, the expected consideration and sources of funds expected to fund the transaction described above and the intention to fund the transaction in accordance with the maintenance of the investment grade credit rating. These forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from those indicated in these forward-looking statements, including, but not limited to, the ability of the parties to complete the transaction. proposed, uncertainties as to the timing of the takeover bid and the merger, uncertainties as to the number of CoreSite shareholders who will tender their shares to the offer, the possibility that competing offers will be made, the possibility that various closing conditions of the transaction will not be met or waived, including that a government entity may prohibit, delay or refuse to grant approval for the completion of the proposed transaction, the effects of the transaction on relationships with employees, other business partners or government entities, difficulty predicting timing or outcome of approvals regulatory or equities and the ability of American Tower to realize the profits it expects from the transaction. For other important factors that could cause actual results to differ materially from those shown in these forward-looking statements, we refer you to the information in Section 1A of the American Tower and CoreSite Annual Reports on Forms 10-K for the year ended December 31. , 2020, each under “Risk Factors” and in other periodic documents filed by American Tower and CoreSite with the Securities and Exchange Commission (the “SEC”), including current reports on Form 8-K and quarterly reports on Form 10-Q, as well as Annex TO and related tender offer documents to be filed by American Tower and Annex 14D-9 to be filed by CoreSite.

You should keep in mind that any forward-looking statements we make in this press release speak only as of the date on which we make them. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they might affect us. American Tower assumes no obligation to update the information in this press release to reflect subsequent events or circumstances, except as required by law.

Additional information and where to find it

This communication is for informational purposes only and is neither an offer to buy nor a solicitation of an offer to sell shares of CoreSite nor does it replace the tender offer documents of American Tower. , Appleseed Merger Sub LLC, Appleseed Holdco LLC or CoreSite. filed with the SEC. A solicitation and an offer to purchase shares of CoreSite is being made only in accordance with the offer to purchase and related documents filed by American Tower with the SEC. American Tower has filed a tender offer statement on Schedule TO with the SEC, and CoreSite has filed a solicitation / recommendation statement on Schedule 14D-9 with the SEC regarding the takeover bid. ‘purchase. CORESITE SHAREHOLDERS AND OTHER INVESTORS ARE URGED TO READ THE OFFER TO PURCHASE DOCUMENTS (INCLUDING THE OFFER TO PURCHASE, RELATED LETTER OF TRANSMITTER AND CERTAIN OTHER OFFER TO PURCHASE DOCUMENTS) AND THE SOLICITATION STATEMENT / RECOMMENDATION BECAUSE THEY CONTAIN IMPORTANT INFORMATION THE DECISION IS TAKEN REGARDING THE OFFER TO PURCHASE. The Offer to Purchase, related Letter of Transmittal and certain other tender offer documents, together with the Solicitation / Recommendation statement, will be sent to all CoreSite shareholders at no cost to them. The take-over bid statement and the solicitation / recommendation statement are available free of charge on the SEC’s website at www.sec.gov. Additional copies can be obtained free of charge by contacting American Tower or CoreSite. Copies of the documents filed with the SEC by American Tower are available free of charge in the “Investor Relations” section of the American Tower website at www.americantower.com. Copies of documents filed with the SEC by CoreSite are available free of charge in the “Investors” section of CoreSite’s website at www.coresite.com.

In addition to the Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation / Recommendation statement, American Tower and CoreSite file annual, quarterly and ongoing reports, proxy circulars and other information from the SEC. The documents filed by American Tower and CoreSite with the SEC are also available to the public free of charge from the commercial document search services and on the website maintained by the SEC at www.sec.gov.


Comments are closed.