Prologis 8-K

Summary

Recommended acquisition of SEGRO plc. Prologis offered a share-and-cash alternative valuing SEGRO at approximately £14.0B; closing is expected in H1 2027, subject to shareholder, court and regulatory approvals. Prologis also plans to seek a London Stock Exchange secondary listing.

Key Figures

• Consideration: 0.0920 Prologis shares per SEGRO share, or an optional partial cash alternative capped at approximately £3.5B. The basic cash election is 258 pence plus 0.0690 Prologis shares per SEGRO share; cash elections above the basic entitlement may be scaled back pro rata.
• Valuation and ownership: £1,031.7 pence per SEGRO share and approximately £14.0B for SEGRO’s issued and to-be-issued share capital, assuming full take-up of the cash alternative and using Prologis’ 7/21/2026 closing share price and the stated exchange rate. SEGRO shareholders would own approximately 8.9% of the combined company with full cash take-up, or 11.5% with no cash elections.
• Financing: committed term loan facility of up to £3.575B in pounds sterling or euros for the combination’s cash consideration; 70 bp spread as of the facility’s effective date. It matures one year after initial borrowing, with two optional one-year extensions.
• Dividends: SEGRO shareholders may retain 2026 interim and final cash dividends of up to 10.14 pence and 22.56 pence per share, respectively. If closing extends beyond the anticipated date, they may also retain 2027 interim and final dividends of up to 10.55 pence and 23.52 pence.

Investor Takeaways

• Watch for SEGRO shareholder approvals, court sanction and regulatory clearances; completion is targeted for H1 2027.
• Prologis says integration challenges, added costs or regulatory conditions could delay or reduce expected combination benefits and cost savings.