London-based logistics warehouse operator Segro has agreed to back an increased takeover bid from Prologis. The company’s board acquiesced just hours after the San Francisco-based real estate investment trust upped its offer for the last time.
Prologis (NYSE: PLD) put forward its “best-and-final” offer early Wednesday. The new deal values Segro at £14 billion ($18.7 billion) and increases the percentage of the cash payout to Segro’s (LSE.SGRO) shareholders. Segro stockholders will now receive 0.092 new Prologis shares for each share held, with the option to receive up to 25% in cash (capped at 20% previously).
The new offer represents a 9.5% increase over Prologis’ initial June 24 offer and a 47% premium to Segro’s three-month weighted average share price.
“The Board of SEGRO has unanimously concluded that the financial terms of the Fourth Proposal are at a level that it would be minded to recommend to SEGRO shareholders should a firm intention to make an offer pursuant to Rule 2.7 of the Code be announced by Prologis on such financial terms,” a statement from Segro read.
The U.K.’s Takeover Panel granted an extension to a deadline set for Wednesday at 5:00 p.m. London time. Prologis now has until Aug. 12 to finalize its intentions.
Through the one-sided courtship, Prologis maintained that the business combination would provide Segro with access to a much larger logistics real estate portfolio and a significantly lower cost of capital. It said Segro trades at a discount because it is required to make dilutive equity issuances to fund new projects. It also suggested some of Segro’s development pipeline—which supports its equity valuation—was at risk due to potential funding challenges.
“Prologis’ goal has always been a constructive process,” a Wednesday statement from Prologis said. “The proposed combination represents a compelling opportunity for shareholders of both companies. Prologis welcomes the additional time afforded by the extension and is ready to work with the SEGRO Board in reaching an outcome that delivers value for all stakeholders.”
Shares of SGRO closed Wednesday up 2.9% on the London Stock Exchange. The stock is up 21% since Prologis’ first takeover bid. Shares of PLD were off 3.1% at 1:31 p.m. EDT compared to the S&P 500, which was up 0.1%.
Why it matters? The story highlights how logistics real estate is becoming an increasingly strategic and consolidated asset class.
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