Prologis Announces Recommended Offer to Acquire SEGRO plc

What Happened

• On August 4, 2026, Prologis, Inc. announced a recommended offer to acquire the entire issued and to be issued share capital of SEGRO plc and entered into a Co-operation Agreement with SEGRO. Under the proposed Combination, SEGRO shareholders would receive 0.0920 New Prologis Shares per SEGRO ordinary share, with a partial cash alternative available (maximum aggregate cash ~£3.5 billion). The Combination values each SEGRO share at 1,031.7 pence and the total issued SEGRO equity at approximately £14.0 billion. Prologis also agreed to seek a secondary listing of its common stock on the London Stock Exchange. The parties expect, subject to conditions and approvals, to complete the Combination in the first half of 2027.
• Also on August 4, 2026, Prologis, L.P. entered into a Term Loan Credit Agreement (with JPMorgan Chase Bank, N.A. as Administrative Agent) providing up to £3,575,000,000 in loans to fund the partial cash alternative; the facility matures one year after initial borrowings with up to two one-year extension options. Pricing (spread) was 70 basis points at effectiveness.

Key Details

• Exchange ratio: 0.0920 Prologis shares per SEGRO ordinary share.
• Partial cash alternative: each SEGRO shareholder’s basic entitlement = 25% of 1,031.7 pence → 258 pence cash + 0.0690 New Prologis Shares per SEGRO share; elections above the basic entitlement may be scaled back if aggregate cash elections exceed ~£3.5bn.
• Valuation & ownership: 1,031.7 pence per SEGRO share; total SEGRO equity ≈ £14.0bn. If the partial cash alternative is fully taken, SEGRO holders would own ~8.9% of the combined company (Prologis holders ~91.1%); if no cash taken, SEGRO holders would own ~11.5% (Prologis holders ~88.5%).
• Term Loan Facility: up to £3,575,000,000; administered by JPMorgan; initial maturity one year after borrowings with two optional one-year extensions; spread 70 bps at signing. Prologis, Inc. is not required to guarantee the facility unless it incurs new indebtedness or guarantees new debt after the facility date.

Why It Matters

• This is a large strategic acquisition that would materially expand Prologis’ European footprint and creates a combined company valued in the tens of billions. The transaction includes a significant share issuance and optional cash consideration, both of which affect ownership percentages and potential dilution for current Prologis shareholders.
• Completion is subject to multiple conditions (SEGRO shareholder and court approval under a UK scheme of arrangement, regulatory clearances, NYSE and LSE listing approvals). The filing also notes potential delays, integration challenges, regulatory requirements or divestitures, and other risks that could affect timing, expected benefits, costs, and the combined company’s operations — all items investors should monitor.