Combination expands Prologis' ( PLD ) European platform and enhances long-term growth opportunities

SAN FRANCISCO, Aug. 4, 2026 /PRNewswire/ -- Prologis, Inc. ( PLD ) today announced that it has reached agreement with the board of SEGRO plc ( SEGXF ) on the terms of a recommended acquisition of SEGRO ( SEGXF ), valuing SEGRO's ( SEGXF ) entire issued and to be issued ordinary share capital at approximately $18.8 billion.

Daniel S. Letter, chief executive officer of Prologis ( PLD ), commented:

"We are pleased to have reached agreement with the SEGRO Board on a combination that we believe will create meaningful value. This deal brings together SEGRO's ( SEGXF ) exceptional portfolio and customer relationships with Prologis' ( PLD ) global platform, operating expertise and financial strength.

We have great respect for SEGRO ( SEGXF ), its people and the business they have built over many years. The constructive engagement between our leadership teams throughout this process has reinforced our confidence in the opportunity ahead.

As we move forward, we will approach the work ahead thoughtfully and deliberately. We look forward to building on the strengths of both companies and creating even greater value for our customers and shareholders."

Combination Highlights

The combination will:

bring together two premier portfolios in a global platform with approximately $269 billion of assets under management;strengthen the customer value proposition through a more connected global network;create a European operating portfolio of 368 million square feet, expanding Prologis' ( PLD ) European footprint by 47%;establish a combined European development pipeline of 13 million square feet while increasing Prologis' ( PLD ) European land bank by 126%; andexpand long-term growth opportunities across logistics, energy and digital infrastructure.Transaction Terms

Under the terms of the recommended acquisition, SEGRO ( SEGXF ) shareholders will receive 0.0920 new Prologis ( PLD ) shares for each SEGRO ( SEGXF ) share. Shareholders may elect to receive cash in lieu of some or all of their Prologis ( PLD ) share consideration, subject to the terms of the partial cash alternative. SEGRO ( SEGXF ) shareholders will also be entitled to receive and retain any 2026 interim dividend of up to 10.14 pence per SEGRO ( SEGXF ) share and any 2026 final dividend of up to 22.56 pence per SEGRO ( SEGXF ) share, which SEGRO ( SEGXF ) intends to pay prior to closing.

The maximum aggregate amount of cash available under the partial cash alternative is approximately £3.5 billion. Each SEGRO ( SEGXF ) shareholder's basic entitlement under the partial cash alternative is equal to 25% of the fixed price of 1,031.7 pence per SEGRO ( SEGXF ) share. Accordingly, a shareholder electing to receive only its basic entitlement would receive 258 pence in cash and 0.0690 new Prologis ( PLD ) shares for each SEGRO ( SEGXF ) share.

Shareholders may elect to receive less than or more than their basic entitlement. Elections to receive cash in excess of the basic entitlement will be scaled back on a pro rata basis if aggregate cash elections exceed the maximum cash available. Shareholders who do not elect to participate in the partial cash alternative will receive 0.0920 new Prologis ( PLD ) shares for each SEGRO ( SEGXF ) share.

The cash consideration payable under the partial cash alternative will be funded through a committed term loan facility, together with existing liquidity and other available sources of funding.

Further details are available in the Rule 2.7 announcement, which is posted on the transaction microsite accessible through Prologis' ( PLD ) investor relations website.

Expected Financial Impact

The combination is expected to enhance Prologis' ( PLD ) long-term earnings and return potential. In the first full year following completion, assuming annualized run-rate synergies, the combination is expected to have a broadly neutral to minimally dilutive impact on Core FFO per share and AFFO per share.

Prologis ( PLD ) expects to maintain A2/A credit ratings from Moody's and S&P.

Approvals and Timing

The boards of Prologis ( PLD ) and SEGRO ( SEGXF ) have reached agreement on the terms of the transaction, and the SEGRO ( SEGXF ) board unanimously intends to recommend it. The transaction is expected to close in the first half of 2027, subject to the requisite approvals of SEGRO ( SEGXF ) shareholders, sanction of the scheme by the court, receipt of applicable regulatory approvals and satisfaction of customary closing conditions.

The transaction does not require approval by Prologis ( PLD ) shareholders.

As part of the transaction, Prologis ( PLD ) will apply for a secondary listing of its shares on the London Stock Exchange, with the approval of that application being a condition to completion.

ABOUT PROLOGIS ( PLD )

The world runs on logistics. At Prologis ( PLD ), we don't just lead the industry, we define it. We create the intelligent infrastructure that powers global commerce, seamlessly connecting the digital and physical worlds. From agile supply chains to clean energy solutions, our ecosystems help your business move faster, operate smarter and grow sustainably. With unmatched scale, innovation and expertise, Prologis ( PLD ) is a category of one–not just shaping the future of logistics but building what comes next. Learn more at Prologis.com.

FURTHER INFORMATION

This document is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or pursuant to an exemption from registration under the Securities Act of 1933, as amended.

FORWARD-LOOKING STATEMENTS

The statements in this document that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on current expectations, estimates and projections about the industry and markets in which we and SEGRO ( SEGXF ) operate as well as management's beliefs and assumptions. Such statements involve uncertainties that could significantly impact our financial results. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "will," "can" and "estimates" including variations of such words and similar expressions are intended to identify such forward-looking statements, which generally are not historical in nature. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future—including statements relating to the combination, rent and occupancy growth, acquisition and development activity, including data center developments and power procurement related thereto, contribution and disposition activity, general conditions in the geographic areas where we and SEGRO ( SEGXF ) operate, expectations regarding new lines of business, our and SEGRO's ( SEGXF ) respective debt, capital structure and financial position, our or SEGRO's ( SEGXF ) ability to earn revenues from co-investment ventures, form new co-investment ventures and the availability of capital in existing or new co-investment ventures—are forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained and, therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Some of the factors that may affect outcomes and results include, but are not limited to: (i) Prologis' ( PLD ) and SEGRO's ( SEGXF ) ability to complete the combination on the proposed terms or on the anticipated timeline, or at all, including risks and uncertainties relating to satisfying the conditions to the combination; (ii) the effect of the combination on the ability of Prologis ( PLD ) and SEGRO ( SEGXF ) to operate their respective businesses and retain and hire key personnel and to maintain favorable business relationships; (iii) failure to realize expected benefits or synergies of the combination; (iv) significant transaction costs and/or unknown or inestimable liabilities; (v) the risk of shareholder litigation in connection with the combination, including resulting expense or delay; (vi) the risk that SEGRO's ( SEGXF ) business will not be integrated successfully or that such integration may be more difficult, time-consuming or costly than expected; (vii) risks related to future opportunities and plans for the combined company, including the uncertainty of expected future financial performance and results of the combined company following the closing of the transaction; (viii) risks related to the market value of the Prologis ( PLD ) shares to be issued as consideration in the combination, including foreign currency exchange rates; (ix) other risks related to the completion of the combination and actions related thereto; (x) international, national, regional and local economic and political climates and conditions; (xi) changes in global financial markets, interest rates and foreign currency exchange rates; (xii) increased or unanticipated competition for our properties; (xiii) risks associated with acquisitions, dispositions and development of properties, including those specific to data center development and the integration of the operations of significant real estate portfolios; (xiv) maintenance of Real Estate Investment Trust status, tax structuring and changes in income tax laws and rates; (xv) availability of financing and capital, the levels of debt that we maintain and our credit ratings; (xvi) risks related to our investments in our co-investment ventures, including our ability to establish new co-investment ventures; (xvii) risks of doing business internationally, including currency risks; (xviii) environmental uncertainties, including risks of natural disasters; and (xix) those additional factors discussed in reports filed with the Securities and Exchange Commission by us under the heading "Risk Factors." We undertake no duty to update any forward-looking statements appearing in this document except as may be required by law.

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SOURCE Prologis, Inc. ( PLD )