December 15, 2014
Recall Holdings Limited Rejects Unsolicited Acquisition Proposal from Iron Mountain
BOARD UNANIMOUSLY REJECTS PROPOSAL; MATERIALLY UNDERVALUES RECALL, WHOSE STRATEGY IS SUCCESSFULLY DRIVING DOUBLE-DIGIT REVENUE AND EBITDA GROWTH
Sydney: December 15, 2014 Recall Holdings Limited (ASX: REC), a global leader in document storage, digital document management, secure destruction and data protection, said today that its Board of Directors has unanimously rejected a non-binding indicative proposal (“Proposal”) from Iron Mountain Incorporated (NYSE: IRM) to acquire Recall. Under the Proposal, Recall shareholders would receive a combination of cash and Iron Mountain shares with a total value of A$7.00 per Recall share. The Proposal is subject to a number of conditions including due diligence, unanimous board recommendation, exclusivity provisions and all regulatory approvals being obtained.
The Board does not believe that the Proposal represents an appropriate sharing of the potential value creation from the transaction. A combination with Iron Mountain has the potential to generate substantial synergies, estimated by Recall to be approximately US$250 million per annum. Potential value creation from the transaction is estimated to be in the order of US$3.9 billion, when synergies are capitalised at Iron Mountain’s trading EV/EBITDA multiple (before implementation costs) and when Recall earnings are also valued at Iron Mountain’s trading multiple. The premium offered over Recall’s 12 December 2014 trading price represents less than 5% of the total value creation, while creating value for Iron Mountain equivalent to 49% of its current market capitalisation.
In addition, the Proposal does not reflect the fundamental value of Recall, particularly taking into account the strategic plan which management has executed upon since demerger from Brambles in December 2013. As previously announced, this strategic plan has positioned the business to deliver FY15 revenue growth approaching double digits and FY15 EBITDA growth at least equal to revenue growth. A number of initiatives are underway to deliver this revenue growth (both organically and through acquisitions) and to continue to improve Recall’s operating margins over the medium term.
Recall will continue to focus on aggressively growing its business, increasing shareholder value and supporting its customers around the globe. The company is committed to its strategic objectives – sustainable profitable growth, operational excellence and innovation for the future – and will continue to update shareholders as required under its continuous disclosure obligations.
Recall has appointed BofA Merrill Lynch and UBS AG, Australia Branch as its financial advisers and Allens as its primary legal advisers in Australia.
Recall is a global leader in information management solutions, offering customers complete management
of its physical and digital information assets with one partner. Recall’s innovative solutions empower
organizations to make better business decisions throughout the information lifecycle, while keeping
regulatory compliance and eliminating unnecessary resources, time and costs. Recall services more than
80,000 customer accounts in over 300 dedicated operation centers, spanning five continents in 24
countries. For more information, please visit recall.com.
For further information, please contact:
Senior Director, Investor Relations
+61 2 9583 0244
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+61 405 669 632
U.S. media enquiries
David Sprague or Amanda Fountain