Key Takeaways
- • Prologis made a third proposal to acquire 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 (20 per cent of consideration at 1,000 pence per share, subject to pro-rata scale-back).
- • Prologis values the Third Proposal at 993 pence per SEGRO share on a 20 per cent cash election, a 9.7 per cent premium to SEGRO's pro forma adjusted NAV of 905 pence and a 33.8 per cent premium to the 742 pence close on 23 June 2026, implying an equity value of about £13.5 billion.
- • Existing SEGRO shareholders would hold about 9.2 per cent of Prologis' issued share capital if the Partial Cash Alternative is fully taken up.
- • 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, with the deadline extendable only with Takeover Panel consent.
- • Prologis is challenging SEGRO's standalone valuation, citing an 8 per cent discount rate, a 2.2 per cent H1 2026 NAV decline and Paris data center entitlement risk.
Summary
Prolgois, Inc. (NYSE: PLD) announced that since its initial approach on 24 June 2026 it has made two further proposals to the Board of SEGRO plc to acquire the entire issued and to be issued share capital of SEGRO. 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 urged SEGRO shareholders to encourage their Board to recommend the combination and published a new investor presentation on the proposal.
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 1,000 pence per SEGRO share, subject to pro-rata scale-back. Based on Prologis' closing share price of $149.79 and a GBP:USD rate of 1.3445 on 17 July 2026, Prologis calculates the value at 993 pence per share assuming a 20 per cent cash election. Prologis states this represents premiums of 9.7 per cent to SEGRO's pro forma adjusted NAV of 905 pence as of 30 June 2026, 33.8 per cent to the 742 pence close on 23 June 2026, 36.0 per cent to the one-month VWAP of 730 pence and 41.1 per cent to the three-month VWAP of 704 pence. The proposal values SEGRO's issued and to be issued share capital at approximately £13.5 billion. Prologis also said it would explore a secondary listing of its shares on the London Stock Exchange if investor demand is sufficient, which it noted would require SEGRO Board engagement.
Prologis cited its Q2 2026 results, reporting same-store NOI growth of 8.5 per cent year-on-year, Core FFO per share growth of 11.6 per cent, H1 data center starts of $2.1 billion and a 5.8 GW power pipeline, and a 179 basis point midpoint increase to its 2026 Core FFO per share guidance. Prologis challenged SEGRO's standalone case, arguing that SEGRO's 8 per cent discount rate understates execution risk, that the revocation of a Paris data center entitlement shows material risk to its powered land bank, and that SEGRO's reported NAV fell 2.2 per cent in H1 2026. Prologis also said SEGRO's planned disposal of prime assets, including development land, into a proposed PSP joint venture at NAV contradicts its valuation claims. Prologis asked SEGRO to apply the same valuation framework to its own shares in any assessment of the exchange offer.
Prologis referenced its March 2024 all-share proposal, which implied 963 pence per share and a 7.1 per cent premium to NTA, and which SEGRO dismissed as opportunistic. Prologis said SEGRO shareholders could be 36.5 per cent better off in share price terms had that proposal been pursued. Under the partial cash mechanics, shareholders electing the basic entitlement would receive 200 pence in cash plus 0.0712 new Prologis shares per SEGRO share, while non-electing holders would receive 0.0890 shares. Prologis reserved the right to vary the consideration mix and to make a lower-value offer in specified circumstances. Linklaters LLP is legal adviser to Prologis, and Rothschild & Co, J.P. Morgan, Eastdil Secured and BofA Securities are acting as financial advisers. Prologis stated there can be no certainty an offer will be made.
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 1,000 pence per SEGRO share, subject to pro-rata scale-back. Based on Prologis' closing share price of $149.79 and a GBP:USD rate of 1.3445 on 17 July 2026, Prologis calculates the value at 993 pence per share assuming a 20 per cent cash election. Prologis states this represents premiums of 9.7 per cent to SEGRO's pro forma adjusted NAV of 905 pence as of 30 June 2026, 33.8 per cent to the 742 pence close on 23 June 2026, 36.0 per cent to the one-month VWAP of 730 pence and 41.1 per cent to the three-month VWAP of 704 pence. The proposal values SEGRO's issued and to be issued share capital at approximately £13.5 billion. Prologis also said it would explore a secondary listing of its shares on the London Stock Exchange if investor demand is sufficient, which it noted would require SEGRO Board engagement.
Prologis cited its Q2 2026 results, reporting same-store NOI growth of 8.5 per cent year-on-year, Core FFO per share growth of 11.6 per cent, H1 data center starts of $2.1 billion and a 5.8 GW power pipeline, and a 179 basis point midpoint increase to its 2026 Core FFO per share guidance. Prologis challenged SEGRO's standalone case, arguing that SEGRO's 8 per cent discount rate understates execution risk, that the revocation of a Paris data center entitlement shows material risk to its powered land bank, and that SEGRO's reported NAV fell 2.2 per cent in H1 2026. Prologis also said SEGRO's planned disposal of prime assets, including development land, into a proposed PSP joint venture at NAV contradicts its valuation claims. Prologis asked SEGRO to apply the same valuation framework to its own shares in any assessment of the exchange offer.
Prologis referenced its March 2024 all-share proposal, which implied 963 pence per share and a 7.1 per cent premium to NTA, and which SEGRO dismissed as opportunistic. Prologis said SEGRO shareholders could be 36.5 per cent better off in share price terms had that proposal been pursued. Under the partial cash mechanics, shareholders electing the basic entitlement would receive 200 pence in cash plus 0.0712 new Prologis shares per SEGRO share, while non-electing holders would receive 0.0890 shares. Prologis reserved the right to vary the consideration mix and to make a lower-value offer in specified circumstances. Linklaters LLP is legal adviser to Prologis, and Rothschild & Co, J.P. Morgan, Eastdil Secured and BofA Securities are acting as financial advisers. Prologis stated there can be no certainty an offer will be made.
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