Filed by Equinix, Inc.
Filed pursuant to Rules 165 and 425 promulgated under the
Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12
promulgated under the Securities Exchange Act of 1934, as amended
Subject
Company: Equinix, Inc.
Commission File No.: 000-31293
The following is a letter distributed by i-STT Pte Ltd to its customers on October 2, 2002:
Dear i-STT Customer,
Id like to take a moment to update you
on a significant development at i-STT.
Today, i-STT, through its parent, Singapore Technologies Telemedia (STT)
announced an agreement to merge its operations into Equinix, Inc. (Nasdaq: EQIX), a US market-leader in core Internet exchange services. Pihana Pacific, a leading provider of managed e-infrastructure and neutral Internet Exchange data center
services in Asia Pacific will also be merged into Equinix. The mergers will create the largest global network neutral Internet exchange services company, with great benefits to our customers.
The new company, which will operate under the Equinix brand, will leverage the established infrastructure of all three companies, giving customers access to
comprehensive network exchange and managed IT infrastructure services internationally, including access to more than 100 network service providers within carrier-neutral facilities. The synergy resulting from these mergers will enable us to focus on
delivering extensive global e-business infrastructure with seamless service availability, consistent quality, and a broad range of service offerings.
This merger highlights the new companys commitment to be the leading provider of network-neutral Internet exchange services in Asia Pacific and the United States. As part of
Equinix, our geographic reach will extend to six countries, and 14 Internet exchange centres encompassing over a million square feet of carrier-neutral, Internet exchange and data center space. In addition, the mergers leverage on the strength of
i-STTs business and reaffirm our commitment to customers in realizing our vision of offering an extensive pan-Asian e-business infrastructure that is globally connected for seamless service delivery and quality.
As part of the transaction, Equinix will use cash investments from Singapore Technologies Telemedia Pte Ltd to retire a large part of its
debt. With its investment of $30 million, Singapore Technologies Telemedia will become the largest strategic shareholder in the new company. As a result of these investments and mergers, Equinix will operate a financially strengthened business with
a healthy balance sheet, cash balances for future growth, and a larger revenue base.
We are targeting to complete the transaction by the end of 2002. Meanwhile, i-STT
will continue to operate business as usual. We plan to make this integration as seamless as possible for our customers and will provide additional details on the integration, services and support as we progress.
We sincerely hope that you are as excited as we are about this merger and we look forward to serving you even better in the
future.We would be happy to answer questions that you may have regarding additional service availability in Asia Pacific or the U.S. Our commitment to your business success remains unwavering, and we look forward to continue delivering the
superior value in services that you expect and deserve with the combined resources of the new Equinix.
We
will be regularly updating our website to keep you informed about the merger progress. Do visit us at www.i-STT.com/merger for additional information or contact your sales representative with any questions.
Thank you for your business.
Sincerely,
Tay Kiong Hong
Chief Operating Officer
i-STT
FORWARD LOOKING
STATEMENTS
This filing includes certain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995 concerning Equinixs business, operations and financial condition. Such forward-looking statements are subject to various known and unknown risks and uncertainties and Equinix
cautions you that any forward-looking information provided by or on behalf of Equinix is not a guarantee of future performance. Actual results could differ materially from those anticipated in such forward-looking statements due to a number of
factors, including, but not limited to, failure of the proposed combination to close, costs related to the proposed combination, the risk that the businesses of Equinix, Pihana Pacific and i-STT will not be integrated successfully or that Equinix
will incur unanticipated costs of integration, the challenges of operating IBX centers and developing, deploying and delivering Equinix services; competition from existing and new competitors; the ability to generate sufficient cash flow or
otherwise obtain funds to repay outstanding indebtedness and the loss or decline in business from our key customers. Investors and security holders are also directed to consider the other risks and uncertainties discussed in Equinixs
Securities and Exchange Commission (the SEC) filings. All such forward-looking statements are current only as of the date on which such statements were made. Equinix does not undertake any obligation to publicly update any
forward-looking statements to reflect events or circumstances after the date on which any such statement is made or to reflect the occurrence of unanticipated events.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
Investors and security holders of Equinix are urged to read the various
filings that have been filed and will be filed with the SEC, including the proxy statement and the registration statement that is required to be filed with respect to the transaction described above, as the filings will contain important
information. Investors and security holders may obtain a free copy of the proxy statement and the registration statement (when it is available) and other documents filed by Equinix with the SEC at the SECs Web site at
http://www.sec.gov. The proxy statement and the registration statement and these other documents may also be obtained for free from Equinix.
In addition to the proxy statement and the registration statement, Equinix files annual, quarterly and other reports, proxy statements and other information with the SEC. You may read and copy any
reports, statements or other information filed by Equinix at the SEC public reference rooms at 450 Fifth Street, N.W., Washington, D.C. 20549 or at any of the SECs other public reference rooms in New York, New York and Chicago, Illinois.
Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. Equinixs filings with the SEC are also available to the public from commercial document-retrieval services and at the Web Site maintained by the SEC
at http://www.sec.gov.
PARTICIPANTS IN SOLICITATION
Equinix, Pihana Pacific, i-STT Pte Ltd and STT Communications Ltd, including their respective
directors, executive officers and certain other members of management or employees may be deemed to be participants in the solicitation of proxies from Equinixs shareholders and the solicitation of tenders from holders of Equinixs 13%
Senior Notes in connection with the proposed transaction. A description of any interests that Equinixs, Pihana Pacifics, i-STT Pte Ltds and STT Communications Ltds directors and executive officers have in the proposed
transaction will be contained in the proxy statement and the registration statement. This document will be available free of charge at the SECs Web site at http://www.sec.gov and from Equinix.