AUS
NZ
UK
CA
USA
IND
_07_03_2026_03_50_21_133108.jpg)
Prologis, Inc., a global leader in logistics real estate investment trusts, has unveiled its third acquisition proposal for SEGRO plc, increasing its offer to 0.0890 new Prologis shares per SEGRO share combined with a partial cash alternative capped at £2.7 billion, priced at 1,000 pence per share. This updated bid values SEGRO at around £13.5 billion, reflecting a 33.8% premium over SEGRO's closing share price on 23 June 2026. Following SEGRO's Board rejection of the proposal on 17 July 2026, Prologis must declare by 22 July 2026 whether it intends to proceed with a firm offer or not.
Key Highlights
- Prologis, Inc. (ticker undisclosed; SEGRO ticker: SGRO) has submitted its third acquisition proposal for SEGRO plc, a prominent REIT focused on logistics and data centre properties.
- The third proposal offers 0.0890 new Prologis shares per SEGRO share—a 6.0% increase over the initial offer—plus a partial cash alternative of up to £2.7 billion at 1,000 pence per SEGRO share, subject to pro-rata scale-back.
- Based on Prologis' closing price of $149.79 and GBP:USD exchange rate of 1.3445 on 17 July 2026, the offer values each SEGRO share at 993 pence, a 9.7% premium to SEGRO's pro forma adjusted NAV of 905 pence as of 30 June 2026 and a 33.8% premium to the 23 June 2026 closing price.
- Prologis must announce by 5:00 pm on 22 July 2026 whether it will make a firm offer under Rule 2.7 of the City Code or withdraw; if completed, SEGRO shareholders would own approximately 9.2% of Prologis' issued share capital.
Details and Valuation of the Third Proposal
The third proposal offers SEGRO shareholders choice in their consideration: either a full exchange of 0.0890 new Prologis shares per SEGRO share or a partial cash alternative. Shareholders opting for the basic cash entitlement receive 200 pence per share plus 0.0712 new Prologis shares per SEGRO share. Excess cash elections are subject to pro-rata scale-back based on total uptake.
Using Prologis' closing price of $149.79 and GBP:USD rate of 1.3445 on 17 July 2026, the offer values each SEGRO share at 993 pence assuming the 20% cash entitlement. This equates to a 9.7% premium over SEGRO's pro forma adjusted NAV of 905 pence (30 June 2026), a 33.8% premium to the 742 pence closing price on 23 June 2026, a 36.0% premium to the one-month VWAP of 730 pence, and a 41.1% premium to the three-month VWAP of 704 pence. The total transaction value, based on 1,361,290,607 fully diluted SEGRO shares, is approximately £13.5 billion.
Timeline of Prologis' Second and Third Offers
Prologis initially approached SEGRO in March 2024 with an all-share offer valuing SEGRO shares at 963 pence, a 7.1% premium to net tangible assets then. SEGRO's Board rejected this, stating no interest in combining or selling SEGRO. Prologis noted that shareholders could have realized approximately 36.5% higher share price gains had the offer proceeded.
After the initial approach announced on 24 June 2026, Prologis made a second proposal on 10 July 2026, rejected on 12 July 2026. The third proposal was submitted on 16 July 2026 and rejected on 17 July 2026. Prologis has released an investor presentation to aid shareholder evaluation of the third proposal and the potential merger.
Prologis' Q2 2026 Performance and Data Centre Growth
Prologis' Q2 2026 results highlight strong operational momentum, with same-store net operating income up 8.5% year-on-year and core funds from operations per share rising 11.6%. These figures underscore Prologis' financial strength and operational scale.
Data centre operations are a key growth area, with $2.1 billion in data centre starts in H1 2026 exceeding prior full-year guidance. The company's power pipeline has expanded to 5.8 gigawatts, more than doubling over two years amid surging data centre demand. Reflecting this, Prologis raised its 2026 core funds from operations per share guidance by 179 basis points at midpoint. The company is also considering a secondary listing on the London Stock Exchange, contingent on investor interest and SEGRO Board cooperation.
Prologis Challenges SEGRO's Standalone Valuation
Prologis disputes SEGRO's defence valuation from 8 July 2026, arguing it underestimates execution risks and capital costs tied to speculative, long-term development projects. SEGRO's use of an 8% discount rate is contested as too low. Prologis also highlights risks from the revocation of SEGRO's Paris data centre entitlement, which it believes SEGRO's valuation fails to fully incorporate.
Prologis points out inconsistencies, such as SEGRO's inclusion of a "cluster" premium despite plans to sell prime assets at net asset value in a joint venture. SEGRO's net asset value declined by 2.2% in H1 2026, contradicting its defence valuation. Prologis warns shareholders would assume all risks of SEGRO's standalone strategy, which depends on flawless execution of a large, long-term development pipeline and significant third-party funding, amid leadership succession uncertainties.
Regulatory Deadlines and Takeover Code Compliance
Under Rule 2.6(a) of the City Code on Takeovers and Mergers, Prologis must announce by 5:00 pm London time on 22 July 2026 either a firm intention to make an offer under Rule 2.7 or a decision not to proceed. Extensions require Takeover Panel consent. This announcement is under Rule 2.4 and does not constitute a firm offer, with no certainty an offer will be made.
Prologis reserves the right to vary consideration forms or introduce alternatives under Rule 2.5(a). It may also make offers on less favourable terms if agreed by SEGRO's Board or in response to third-party offers or transactions. Any dividends or capital returns declared by SEGRO after the announcement may lead to adjustments in offer terms.
SEGRO's Business Model and Market Footprint
SEGRO plc is a REIT with a diversified portfolio of logistics and industrial properties across Europe and Asia, generating revenue from warehouse and distribution rentals and development projects aligned with modern logistics needs. The company has significant exposure to data centre development through powered land banking to meet growing computational infrastructure demand.
SEGRO's development pipeline spans multiple regions, focusing on data centre-ready land and powered infrastructure. Returns derive from rental income, capital appreciation, and joint venture income. As of 30 June 2026, SEGRO's pro forma adjusted NAV was 905 pence per share, reflecting portfolio asset value prior to Prologis' proposed premium.
Prologis' Global Reach and Strategic Vision
Prologis, Inc. operates globally with logistics real estate and development projects across continents. It has deep experience in SEGRO's markets and an established data centre business alongside logistics operations. Its global platform enables complex developments, large tenant management, and regulatory navigation.
Prologis believes the merger would create value through operational synergies, capital efficiency, and consolidated market presence in European logistics and data centres. Combining SEGRO's pipeline with Prologis' expertise and capital access positions the merged entity for stronger execution of strategic goals. Post-transaction, SEGRO shareholders would hold about 9.2% of the combined company, assuming full partial cash alternative uptake.
Investor Engagement and Presentation
Prologis has published an investor presentation to assist shareholders in evaluating the third proposal, available at https://ir.prologis.com/potential-offer-for-segro-disclaimer, subject to jurisdictional restrictions. The company urges SEGRO shareholders to encourage their Board to recommend the deal.
This communication complies with Rule 2.4 of the City Code and outlines Prologis' proposal terms, valuation analysis, critiques of SEGRO's standalone strategy, and operational performance highlights. References to the March 2024 proposal are factual and do not imply transaction terms.
Partial Cash Alternative and Scale-Back Details
The partial cash alternative is capped at £2.7 billion, roughly 20% of the offer's total value at 993 pence per share, granting shareholders flexibility in consideration choice. Those opting for the basic cash entitlement receive 200 pence per share plus 0.0712 Prologis shares per SEGRO share.
Excess cash elections are subject to pro-rata scale-back based on aggregate uptake, ensuring non-cash electing shareholders receive the full 0.0890 Prologis shares per SEGRO share. This structure maintains transaction economics and protects Prologis' balance sheet.
Forward-Looking Statements and Risks
The announcement includes forward-looking statements about the proposed transaction, operational expectations, and market conditions, subject to risks and uncertainties. These include the possibility of continued SEGRO rejection, cooperation uncertainties, operational and personnel risks post-announcement, timing and closing condition risks, and broader economic, political, financial, competitive, environmental, and pandemic-related risks.
This article is for informational purposes only and does not constitute investment advice. It is based solely on Prologis, Inc.'s announcement dated 20 July 2026. Investors should conduct their own due diligence and seek independent financial, legal, and tax advice before making investment decisions. Market volatility and external factors affect share prices and valuations. Past performance is not indicative of future results. Readers should consult qualified professionals before acting on this information.
