NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE.
SAN FRANCISCO, July 22, 2026 /PRNewswire/ -- Prologis, Inc. ("Prologis") announces its Best and Final* proposal to the Board of SEGRO plc ("SEGRO") (the "Best and Final Proposal") pursuant to which Prologis would make an offer to acquire the entire issued and to be issued share capital of SEGRO (the "Combination").
The Best and Final Proposal is final and will not be increased*.
Prologis believes the Best and Final Proposal provides a compelling opportunity for both sets of shareholders and urges SEGRO shareholders to encourage their Board to recommend the Combination.
The Best and Final Proposal consists of:
-- 0.0920 new Prologis shares for each SEGRO share, a 9.5 per cent increase
over Prologis' initial proposal; and
-- a Partial Cash Alternative of up to GBP3.5bn, representing 25 per cent of
the total consideration, at a fixed price of 1,031.7 pence per SEGRO
share, subject to pro-rata scale-back.
Based on Prologis' closing share price of $149.94 and the GBP:USD exchange rate of 1.3371 on 21 July 2026, being the last practicable date prior to this announcement, and assuming a shareholder elects for 25 per cent cash, the Best and Final Proposal values each SEGRO share at 1,031.7 pence, representing:
-- a premium of 14.0 per cent to SEGRO's pro forma adjusted NAV of 905 pence
per share as of 30 June 2026;
-- a premium of 39.0 per cent to the closing price of 742 pence per share on
23 June 2026 (being the day prior to the commencement of the offer
period);
-- a premium of 41.3 per cent to the 1-month volume weighted average share
price of 730 pence as of 23 June 2026 (being the day prior to the
commencement of the offer period); and
-- a premium of 46.6 per cent to the 3-month volume weighted average share
price of 704 pence as of 23 June 2026 (being the day prior to the
commencement of the offer period).
The Best and Final Proposal values the issued and to be issued share capital of SEGRO at approximately GBP14.0 billion.
*The Best and Final Proposal is final and will not be increased, except that Prologis reserves the right to increase and/or otherwise improve the Best and Final Proposal if: (i) there is an announcement on or after the date of this announcement of an offer or possible offer (including a partial offer involving the acquisition or consolidation of control (as defined in the Code)) for SEGRO by a third party offeror(s) or potential offeror(s) (whether identified or not), or (ii) the Takeover Panel otherwise provides its consent (which will only be provided in wholly exceptional circumstances).
Following completion of the Combination and assuming that the Partial Cash Alternative is fully taken up, existing SEGRO shareholders would hold approximately 8.9 per cent of Prologis' issued share capital.
Prologis also confirms that, in connection with the Combination, it intends to explore the feasibility of a secondary listing of Prologis shares on the London Stock Exchange if there is sufficient investor demand. For any such secondary listing to be feasible, Prologis expects that SEGRO Board engagement with Prologis will be required.
Dan Letter, Chief Executive Officer of Prologis, Inc., commented:
"There is no doubt a combination of both companies would deliver meaningful value. We have listened to feedback from shareholders and this morning, we have improved our proposal to make a compelling offer to the SEGRO Board. We run Prologis with discipline and this is our best and final offer."
Prologis urges SEGRO shareholders to encourage the Board of SEGRO to extend the PUSU Deadline and recommend the Combination
Prologis requests that SEGRO seeks from the Takeover Panel an extension to the PUSU Deadline of 5pm BST on 22 July 2026, in order to allow sufficient time to agree the other terms and conditions of a recommended firm offer to be made on the financial terms of the Best and Final Proposal.
Under the terms of the Best and Final Proposal, SEGRO shareholders will be entitled to continue to receive dividends up to the amounts specified below without a reduction in the terms of the Best and Final Proposal.
There can be no certainty that an offer for SEGRO will be made. A further announcement will be made as appropriate.
Important Code Notes
*The Best and Final Proposal is final and will not be increased, except that Prologis reserves the right to increase and/or otherwise improve the Best and Final Proposal if: (i) there is an announcement on or after the date of this announcement of an offer or possible offer (including a partial offer involving the acquisition or consolidation of control (as defined in the Code)) for SEGRO by a third party offeror(s) or potential offeror(s) (whether identified or not), or (ii) the Takeover Panel otherwise provides its consent (which will only be provided in wholly exceptional circumstances).
In accordance with Rule 2.6(a) of the Code, Prologis is required, by not later than 5:00 pm (London time) on 22 July 2026 (the "PUSU Deadline"), to either announce a firm intention to make an offer for SEGRO in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer for SEGRO, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline may only be extended with the consent of the Takeover Panel in accordance with Rule 2.6(c) of the Code.
In accordance with Rule 2.5(a) of the Code, Prologis reserves the right to vary the form and/or mix of consideration as set out in this announcement and/or introduce other forms of consideration. Prologis reserves the right to make an offer for SEGRO at a lower value and/or on less favourable terms than those described in this announcement: (a) with the agreement or recommendation of the Board of SEGRO; (b) if a third party announces a possible or a firm intention to make an offer for SEGRO which, at that date, is of a value less than the value implied by the Best and Final Proposal; or (c) following the announcement by SEGRO of a Rule 9 waiver transaction pursuant to Appendix 1 of the Code or a reverse takeover (as defined in the Code). SEGRO shareholders shall be entitled to receive and retain any 2026 interim dividend up to 10.14 pence per SEGRO share (the "2026 Interim Dividend"), any 2026 final dividend up to 22.56 pence per SEGRO share (the "2026 Final Dividend"), any 2027 interim dividend up to 10.55 pence per SEGRO share (the "2027 Interim Dividend"), and any 2027 final dividend up to 23.52 pence per SEGRO share (the "2027 Final Dividend", and together with the 2026 Interim Dividend, the 2026 Final Dividend and the 2027 Interim Dividend the "Permitted Dividends"), in each case that is announced, declared, paid or made or becomes payable by SEGRO on or after the date of this announcement and on or prior to any unconditional date of any offer (if made). If after the date of this announcement SEGRO declares, makes or pays any dividend or distribution or other return of capital to its shareholders other than the Permitted Dividends, Prologis will make an equivalent reduction to the terms of the Best and Final Proposal.
The Partial Cash Alternative
The maximum aggregate amount of the partial cash alternative is GBP3.5 billion, representing approximately 25 per cent of the total value of the consideration based on the offer price of 1,031.7 pence per share (the "Partial Cash Alternative").
SEGRO shareholders who validly elect to receive the Partial Cash Alternative for the basic entitlement (equal to 25 per cent of the fixed cash amount of a fixed 1,031.7 pence per share) would receive 257.9 pence in cash and would also receive 0.0690 new Prologis shares for each SEGRO share.
SEGRO shareholders may elect to receive cash consideration less than, or in excess of, their basic entitlement. Elections to receive cash in excess of this basic entitlement may be scaled back pro rata, depending upon the overall level of take-up of the Partial Cash Alternative.
The Partial Cash Alternative would not affect the entitlements of those SEGRO shareholders who do not elect for it, each of whom would receive 0.0920 new Prologis shares for each SEGRO share.
Linklaters LLP is retained as legal adviser to Prologis.
Further information
N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the Financial Conduct Authority (the "FCA") in the United Kingdom, and J.P. Morgan Securities LLC, together with its affiliate J.P. Morgan Securities plc (which conducts its UK investment banking business as J.P. Morgan Cazenove and which is authorised in the United Kingdom by the Prudential Regulation Authority ("PRA") and regulated in the United Kingdom by the PRA and the FCA) (together "J.P. Morgan"), Eastdil Secured International Limited ("Eastdil Secured" or "ESI") which is authorised and regulated by the Financial Conduct Authority (the "FCA") in the United Kingdom, and Merrill Lynch International ("BofA Securities"), which is authorised by the PRA and regulated by the FCA and PRA in the United Kingdom, are each acting exclusively for Prologis and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Prologis for providing the protections afforded to their respective clients or for providing advice in connection with the subject matter of this announcement. This announcement is not intended to and does not constitute an offer to sell or the
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