Key Takeaways
- • Prologis, Inc. (PLD) made a third proposal to SEGRO plc on 16 July 2026, rejected by SEGRO's Board on 17 July 2026, offering 0.0890 new Prologis shares per SEGRO share plus a Partial Cash Alternative of up to £2.7bn.
- • The Third Proposal values each SEGRO share at 993 pence assuming a 20 per cent cash election, a 33.8 per cent premium to SEGRO's 742 pence close on 23 June 2026, and values SEGRO's issued and to be issued share capital at approximately £13.5 billion.
- • The cash alternative is fixed at 1,000 pence per share, with 200 pence in cash for the basic entitlement and pro-rata scale-back for elections above it.
- • Prologis must announce a firm intention to bid under Rule 2.7 or walk away by 5:00 pm London time on 22 July 2026.
- • Prologis cites its Q2 2026 results, including 8.5 per cent same-store NOI growth and 11.6 per cent Core FFO per share growth, as support for the proposal.
Summary
Prolgis, Inc. announced on 20 July 2026 that it has made two further proposals to the Board of SEGRO plc since its initial approach of 24 June 2026. The second proposal, made on 10 July 2026, was rejected on 12 July 2026. The Third Proposal, made on 16 July 2026, was rejected on 17 July 2026. Prologis said the Third Proposal offers a compelling opportunity for both sets of shareholders and urged SEGRO shareholders to press their Board to recommend the combination. The announcement was made under Rule 2.4 of the City Code on Takeovers and Mergers and does not constitute a firm intention to make an offer under Rule 2.7.
The Third Proposal consists of 0.0890 new Prologis shares for each SEGRO share, a 6.0 per cent increase over the initial proposal, and a Partial Cash Alternative of up to £2.7 billion, representing 20 per cent of total consideration at a fixed price of 1,000 pence per SEGRO share, subject to pro-rata scale-back. Based on Prologis' closing price of $149.79 and a GBP:USD rate of 1.3445 on 17 July 2026, Prologis calculates the offer at 993 pence per share assuming a 20 per cent cash election. That implies a 9.7 per cent premium to SEGRO's pro forma adjusted NAV of 905 pence as of 30 June 2026, and premiums of 33.8, 36.0 and 41.1 per cent to SEGRO's 23 June 2026 closing price of 742 pence and its 1-month and 3-month VWAPs of 730 and 704 pence, respectively. Prologis said the proposal values SEGRO's share capital at approximately £13.5 billion and that SEGRO shareholders would hold about 9.2 per cent of Prologis if the cash alternative is fully taken up. Prologis also said it would explore a secondary London listing if investor demand is sufficient, which would require SEGRO Board engagement.
Basic entitlement holders who elect the cash alternative would receive 200 pence in cash plus 0.0712 new Prologis shares per SEGRO share. Shareholders not electing cash would receive 0.0890 Prologis shares. Prologis cited Q2 2026 results, including 8.5 per cent same-store NOI growth, 11.6 per cent Core FFO per share growth, $2.1 billion in H1 data center starts and a 2026 Core FFO guidance increase of 179 basis points at the midpoint. Prologis disputed SEGRO's standalone valuation, citing an 8 per cent discount rate it views as understating execution risk, the revocation of a Paris data center entitlement, and a 2.2 per cent first-half NAV decline. Prologis also noted that SEGRO rejected a March 2024 all-share proposal at 963 pence, which Prologis says would have left shareholders 36.5 per cent better off in share price terms. Prologis reserves the right to vary terms under Rule 2.5. Linklaters is legal adviser, with Rothschild & Co, J.P. Morgan, Eastdil Secured and BofA Securities acting as financial advisers.
The Third Proposal consists of 0.0890 new Prologis shares for each SEGRO share, a 6.0 per cent increase over the initial proposal, and a Partial Cash Alternative of up to £2.7 billion, representing 20 per cent of total consideration at a fixed price of 1,000 pence per SEGRO share, subject to pro-rata scale-back. Based on Prologis' closing price of $149.79 and a GBP:USD rate of 1.3445 on 17 July 2026, Prologis calculates the offer at 993 pence per share assuming a 20 per cent cash election. That implies a 9.7 per cent premium to SEGRO's pro forma adjusted NAV of 905 pence as of 30 June 2026, and premiums of 33.8, 36.0 and 41.1 per cent to SEGRO's 23 June 2026 closing price of 742 pence and its 1-month and 3-month VWAPs of 730 and 704 pence, respectively. Prologis said the proposal values SEGRO's share capital at approximately £13.5 billion and that SEGRO shareholders would hold about 9.2 per cent of Prologis if the cash alternative is fully taken up. Prologis also said it would explore a secondary London listing if investor demand is sufficient, which would require SEGRO Board engagement.
Basic entitlement holders who elect the cash alternative would receive 200 pence in cash plus 0.0712 new Prologis shares per SEGRO share. Shareholders not electing cash would receive 0.0890 Prologis shares. Prologis cited Q2 2026 results, including 8.5 per cent same-store NOI growth, 11.6 per cent Core FFO per share growth, $2.1 billion in H1 data center starts and a 2026 Core FFO guidance increase of 179 basis points at the midpoint. Prologis disputed SEGRO's standalone valuation, citing an 8 per cent discount rate it views as understating execution risk, the revocation of a Paris data center entitlement, and a 2.2 per cent first-half NAV decline. Prologis also noted that SEGRO rejected a March 2024 all-share proposal at 963 pence, which Prologis says would have left shareholders 36.5 per cent better off in share price terms. Prologis reserves the right to vary terms under Rule 2.5. Linklaters is legal adviser, with Rothschild & Co, J.P. Morgan, Eastdil Secured and BofA Securities acting as financial advisers.
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