The all-share offer with a partial cash alternative would expand Prologis' European footprint by 47% and create a combined platform with about $269 billion of assets under management.
Prologis said it has agreed with SEGRO's board on a recommended acquisition that values SEGRO's entire issued and to be issued ordinary share capital at about $18.8 billion, marking a major expansion of the U.S. warehouse owner and developer's European business. The transaction would combine the two groups' portfolios into a platform with roughly $269 billion of assets under management, create a European operating portfolio of 368 million square feet, expand Prologis' European footprint by 47%, and establish a combined European development pipeline of 13 million square feet while increasing its European land bank by 126%. Under the terms, SEGRO shareholders would receive 0.0920 new Prologis shares for each SEGRO share. They may also elect cash for some or all of that consideration through a partial cash alternative, subject to a maximum aggregate cash amount of about £3.5 billion. Each shareholder's basic entitlement equals 25% of the fixed price of 1,031.7 pence per SEGRO share, meaning a holder taking only the basic entitlement would receive 258 pence in cash and 0.0690 new Prologis shares for each SEGRO share. SEGRO shareholders would also be entitled to receive and retain any 2026 interim dividend of up to 10.14 pence per share and any 2026 final dividend of up to 22.56 pence per share, which SEGRO intends to pay before closing. Prologis said the combination is expected to improve long-term earnings and return potential. In the first full year after completion, assuming annualized run-rate synergies, it expects a broadly neutral to minimally dilutive effect on Core FFO per share and AFFO per share. The company also said it expects to maintain A2/A credit ratings from Moody's and S&P. The deal is expected to close in the first half of 2027, subject to SEGRO shareholder approval, court sanction of the scheme, regulatory approvals and other customary closing conditions. Prologis shareholders do not need to approve the transaction, and Prologis will apply for a secondary listing of its shares on the London Stock Exchange as a condition to completion.