#Acquisition #London #United Kingdom #Prologis #SEGRO

Prologis' Best and Final Proposal for SEGRO

In a significant development in the merger and acquisition sphere, Prologis, Inc. has presented its Best and Final Proposal to acquire SEGRO plc. This announcement, made on July 22, 2026, signals Prologis' commitment to forming a new partnership that could redefine the landscape of industrial real estate.

Proposal Overview

Prologis' proposal includes an offer for the complete share capital of SEGRO, which they believe represents a compelling opportunity for shareholders from both companies. The terms of the proposal suggest that SEGRO shareholders would receive 0.0920 new Prologis shares for each SEGRO share held. This offer reflects a 9.5% increase from Prologis' initial proposal. Additionally, Prologis has incorporated a Partial Cash Alternative of up to £3.5 billion available to shareholders, which would allow them to opt for cash equal to 25% of the total consideration at a price of 1,031.7 pence per SEGRO share.

Financial Implications

At the proposed exchange rate of 1.3371 on the last practicable date prior to the announcement, and using Prologis’ closing share price of $149.94, the offer translates to a substantial premium for SEGRO shareholders. Specifically, the proposal values each SEGRO share at 1,031.7 pence, marking:

• - 14% premium to SEGRO’s pro forma adjusted NAV of 905 pence as of June 30, 2026.
• - 39% premium to the last closing price of 742 pence on June 23, 2026, just before the start of the offer period.
• - 41.3% premium to the one-month average share price of 730 pence and 46.6% premium to the three-month average of 704 pence as of the same date.

These figures indicate a total valuation of approximately £14 billion for SEGRO’s issued share capital.

Request for Deadline Extension

Prologis has urged SEGRO shareholders to advocate for the extension of the PUSU deadline, set for 5 PM BST on July 22, 2026. The goal is to provide adequate time for SEGRO's board to negotiate further terms and possibly advocate for the proposed merger. CEO Dan Letter emphasized the value that such a combination could deliver, reinforcing their commitment to engaging positively with SEGRO’s board and stakeholders.

Next Steps

Following the completion of the transaction, assuming full acceptance of the Partial Cash Alternative, existing SEGRO shareholders would retain approximately 8.9% of Prologis' issued shares. Prologis is also contemplating a secondary listing on the London Stock Exchange contingent on sufficient demand from investors.

Conclusion

Prologis's proactive engagement with SEGRO and its shareholders highlights a traditional yet strategic approach to mergers and acquisitions in the dynamic real estate sector. As the deadline approaches, stakeholders from both companies watch closely to see how the boards will respond. Despite the uncertainties that accompany such negotiations, the prospects for a merger could enforce a strategic competitive advantage in a changing market.

In summary, this proposed merger represents not just an acquisition but a potential leap forward in operational synergy, driven by the expectations of value creation for stakeholders involved. Prologis' thoughtful structures and clear communication through this evolving proposal journey underscores its readiness for a substantial transformation in the sector.