Prologis Announces Recommended Acquisition of SEGRO plc

Prologis, Inc. (NYSE: PLD) today announced that it has reached agreement with the board of SEGRO plc (LSE: SGRO) on the terms of a recommended acquisition of SEGRO, valuing SEGRO's entire issued and to be issued ordinary share capital at approximately $18.8 billion.

Daniel S. Letter, chief executive officer of Prologis, commented: "We are pleased to have reached agreement with the SEGRO Board on a combination that we believe will create meaningful value. This deal brings together SEGRO's exceptional portfolio and customer relationships with Prologis' global platform, operating expertise and financial strength. We have great respect for SEGRO, its people and the business they have built over many years. The constructive engagement between our leadership teams throughout this process has reinforced our confidence in the opportunity ahead. As we move forward, we will approach the work ahead thoughtfully and deliberately. We look forward to building on the strengths of both companies and creating even greater value for our customers and shareholders."

The combination will: bring together two premier portfolios in a global platform with approximately $269 billion of assets under management; strengthen the customer value proposition through a more connected global network; create a European operating portfolio of 368 million square feet, expanding Prologis' European footprint by 47%; establish a combined European development pipeline of 13 million square feet while increasing Prologis' European land bank by 126%; and expand long-term growth opportunities across logistics, energy and digital infrastructure.

Under the terms of the recommended acquisition, SEGRO shareholders will receive 0.0920 new Prologis shares for each SEGRO share. Shareholders may elect to receive cash in lieu of some or all of their Prologis share consideration, subject to the terms of the partial cash alternative. SEGRO shareholders will also be entitled to receive and retain any 2026 interim dividend of up to 10.14 pence per SEGRO share and any 2026 final dividend of up to 22.56 pence per SEGRO share, which SEGRO intends to pay prior to closing.

The maximum aggregate amount of cash available under the partial cash alternative is approximately £3.5 billion. Each SEGRO shareholder's basic entitlement under the partial cash alternative is equal to 25% of the fixed price of 1,031.7 pence per SEGRO share. Accordingly, a shareholder electing to receive only its basic entitlement would receive 258 pence in cash and 0.0690 new Prologis shares for each SEGRO share. Shareholders may elect to receive less than or more than their basic entitlement. Elections to receive cash in excess of the basic entitlement will be scaled back on a pro rata basis if aggregate cash elections exceed the maximum cash available. Shareholders who do not elect to participate in the partial cash alternative will receive 0.0920 new Prologis shares for each SEGRO share.

The cash consideration payable under the partial cash alternative will be funded through a committed term loan facility, together with existing liquidity and other available sources of funding. Further details are available in the Rule 2.7 announcement, which is posted on the transaction microsite accessible through Prologis' investor relations website.

The combination is expected to enhance Prologis' long-term earnings and return potential. In the first full year following completion, assuming annualized run-rate synergies, the combination is expected to have a broadly neutral to minimally dilutive impact on Core FFO per share and AFFO per share. Prologis expects to maintain A2/A credit ratings from Moody's and S&P.

The boards of Prologis and SEGRO have reached agreement on the terms of the transaction.