Update Regarding Possible Combination of SEGRO and Prologis
Rhea-AI Summary
Prologis (NYSE: PLD) reports that the Board of SEGRO has unanimously concluded that the financial terms of Prologis’ “Best and Final Proposal” are at a level it would be minded to recommend to SEGRO shareholders. In response, SEGRO has extended the UK Takeover Code “put‑up or shut‑up” deadline for Prologis to no later than 5.00 pm BST on 12 August 2026, under Rule 2.6(c).
Prologis reiterates that the proposed combination is intended to deliver value for shareholders of both companies and welcomes the extra time to work constructively with SEGRO. The company cautions there is no certainty that an offer will be made. The proposal is described as best and final and will not be increased, except if a third‑party offer or possible offer for SEGRO is announced, or if the Takeover Panel consents in wholly exceptional circumstances. Prologis is advised by Rothschild & Co, J.P. Morgan, Eastdil Secured and BofA Securities, and outlines standard UK Takeover Code disclosure and website publication requirements.
Positive
- SEGRO board ‘minded to recommend’ Prologis Best and Final Proposal
- Put‑up or shut‑up deadline extended to 12 August 2026
- Prologis positions SEGRO combination as value opportunity for both shareholder bases
Negative
- No firm intention to make an offer; completion remains uncertain
- Best and Final Proposal generally will not be increased, limiting bid flexibility
News Explained
Prologis’ July 22 update keeps the SEGRO transaction at the possible-offer stage: it is a Rule 2.4 announcement, not a firm Rule 2.7 offer, so no offer has yet been committed for SEGRO shareholders to consider.
Key Figures
Historical Context
| Date | Event | Sentiment | 24h Move | Catalyst |
|---|---|---|---|---|
| Jul 20 | Takeover proposal | Positive | -1.5% | Third SEGRO proposal added a partial cash alternative and extended shareholder consideration. |
| Jul 16 | Second-quarter earnings | Positive | +4.6% | Quarterly results exceeded prior-year figures and full-year earnings and FFO guidance increased. |
| Jul 09 | Combination rationale | Positive | +0.3% | Investor presentation outlined strategic rationale and potential value creation from combining with SEGRO. |
| Jul 01 | Board appointment | Positive | +1.0% | Alfred F. Kelly Jr. joined the Prologis board effective July 1, 2026. |
| Jun 30 | Combination rationale | Positive | -2.5% | Investor presentation described a possible all-share SEGRO combination and potential shareholder benefits. |
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
PLD's combination-related announcements produced mixed reactions, with both July 20 and June 30 combination updates followed by negative price reactions.
Key Terms
put-up or shut-up regulatory
opening position disclosure regulatory
dealing disclosure regulatory
AI-generated analysis. How Rhea-AI works. Not financial advice.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE.
Prologis' goal has always been a constructive process. 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.
There can be no certainty that an offer for SEGRO will be made. A further announcement will be made as appropriate.
*The Best and Final Proposal is final and will not be increased, except that Prologis reserves the right to increase and/or otherwise improve the Best and Final Proposal if: (i) there is an announcement on or after the date of this announcement of an offer or possible offer (including a partial offer involving the acquisition or consolidation of control (as defined in the Code)) for SEGRO by a third party offeror(s) or potential offeror(s) (whether identified or not), or (ii) the Takeover Panel otherwise provides its consent (which will only be provided in wholly exceptional circumstances).
Linklaters LLP is retained as legal adviser to Prologis.
Further information
N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the Financial Conduct Authority (the "FCA") in the
The release, publication or distribution of this announcement in jurisdictions outside the
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Publication on Website
In accordance with Rule 26.1 of the Code, a copy of this announcement will be available subject to certain restrictions relating to persons resident in restricted jurisdictions on Prologis' website at https://ir.prologis.com/ promptly and in any event by no later than 12 noon (
Forward-Looking Statements
The statements in this announcement 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 Prologis and SEGRO operate as well as management's beliefs and assumptions. Such statements involve uncertainties that could significantly impact Prologis' or SEGRO's financial results. Words such as "expects," "anticipates," "intends," "believes," "would," "could," "should" 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 Prologis expects or anticipates will occur in the future – including statements relating to any possible transaction between Prologis and SEGRO , 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 Prologis and SEGRO operate, expectations regarding new lines of business, Prologis' and SEGRO's respective debt, capital structure and financial position, Prologis' ability to earn revenues from co-investment ventures or 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 Prologis believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, Prologis can give no assurance that its 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) the ultimate outcome of any possible transaction between Prologis and SEGRO, including the possibility that SEGRO will continue to reject any proposed transaction with Prologis; (ii) uncertainties as to whether SEGRO will cooperate with Prologis regarding any proposed transaction; (iii) the effect of the announcement of any proposed transaction on the ability of Prologis and SEGRO to operate their respective businesses and retain and hire key personnel and to maintain favourable business relationships; (iv) the timing of any proposed transaction; (v) the ability to satisfy closing conditions to the completion of any proposed transaction (including shareholder approvals); (vi) other risks related to the completion of any proposed transaction and actions related thereto; (vii) international, national, regional and local economic and political climates and conditions; (viii) changes in global financial markets, interest rates and foreign currency exchange rates; (ix) increased or unanticipated competition for Prologis' or SEGRO's properties; (x) 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; (xi) maintenance of Real Estate Investment Trust ("REIT") status, tax structuring and changes in income tax laws and rates; (xii) availability of financing and capital, the levels of debt that Prologis and SEGRO maintain and their credit ratings; (xiii) risks related to Prologis' investments in and management of its co-investment ventures, including the ability to establish new co-investment ventures; (xiv) risks of doing business internationally, including currency risks; (xv) environmental uncertainties, including risks of natural disasters; (xvi) risks related to global pandemics; and (xvii) those additional factors discussed under Part I, Item 1A. Risk Factors in Prologis' Annual Report on Form 10-K for the year ended December 31, 2025. Prologis undertakes no duty to update any forward-looking statements appearing in this announcement except as may be required by law.
View original content to download multimedia:https://www.prnewswire.com/news-releases/update-regarding-possible-combination-of-segro-and-prologis-302832381.html
SOURCE Prologis, Inc.