Prologis announced that it sent a letter to the Board of SEGRO setting out the terms of an indicative all-share proposal to acquire SEGRO. SEGRO’s Board rejected the proposal on June 23, 2026.
Under the proposed combination, SEGRO shareholders would receive 0.084 new Prologis shares for each SEGRO share.
Based on Prologis’ share price of $145.3 and a GBP/USD exchange rate of 1.32 at market close on June 23, 2026, the proposal implies a value of 925 pence for each SEGRO share.
The proposal values SEGRO’s entire issued and to-be-issued ordinary share capital at about £12.6 billion.
Prologis said the proposed value represents a 24.6% premium to SEGRO’s share price of 742 pence on June 23, 2026, a 26.7% premium to SEGRO’s one-month volume-weighted average share price, and a 31.4% premium to SEGRO’s three-month volume-weighted average share price.
The proposed value is also equal to SEGRO’s last reported EPRA NTA per share of 925 pence as of December 31, 2025.
Following completion of the proposed combination, SEGRO shareholders would own about 10.5% of Prologis’ issued share capital.
Prologis said it believes the combination would give SEGRO shareholders ownership in the world’s largest logistics REIT, which had a market capitalization of $140.9 billion based on the company’s announcement.
Prologis also said the transaction would give SEGRO shareholders exposure to a global platform with a history of integrating major corporate transactions and delivering synergies.
The company said SEGRO and Prologis’ European portfolios are highly complementary and that the combination would provide a clear path to scale benefits.
Prologis also argued that the combination could help address structural constraints limiting SEGRO’s growth potential, including its balance sheet capacity and trading discount to EPRA NTA.
Prologis said it has stronger balance sheet metrics, citing net debt to enterprise value of 22% compared with 37% for SEGRO, and net debt to adjusted EBITDA of 4.8x compared with 8.4x for SEGRO.
The company also said its public equity, debt, and private capital access could help unlock SEGRO’s development, power, and data center opportunities.
Prologis said its platform, balance sheet strength, and access to capital could support funding and delivery of SEGRO’s pipeline in a way that SEGRO may not be able to achieve as a standalone company.
Prologis urged SEGRO shareholders to encourage SEGRO’s Board to engage with Prologis so that a binding offer could be put to shareholders for consideration.
There is no certainty that a firm offer for SEGRO will be made.
Under the UK Takeover Code, Prologis is required by 5 p.m. London time on July 22, 2026, to either announce a firm intention to make an offer for SEGRO or announce that it does not intend to make an offer.
Rothschild & Co, J.P. Morgan, and Eastdil Secured are acting as financial advisers to Prologis. Linklaters is serving as legal adviser to Prologis.
