Prologis issues £14bn best-and-final SEGRO bid

Prologis has put forward a best-and-final proposal to acquire SEGRO that values the company’s issued and to-be-issued share capital at approximately £14.0 billion. The proposal follows earlier approaches and is framed as the final set of terms Prologis is willing to offer for a potential combination of the two logistics real estate groups.

Based on Prologis’ closing share price of $149.94 and a GBP:USD exchange rate of 1.3371 on 21 July 2026, the proposal values each SEGRO share at 1,031.7 pence, assuming a shareholder elects for 25% of consideration in cash. This headline valuation underpins the overall size of the contemplated transaction.

Under the terms of the proposal, SEGRO shareholders would receive 0.0920 new Prologis shares for each SEGRO share. In addition to the share element, the offer includes a partial cash alternative of up to £3.5 billion, which Prologis describes as representing approximately 25% of the total consideration.

The cash option is offered at a fixed value of 1,031.7 pence per SEGRO share and is subject to pro‑rata scaling back if elections exceed the available cash pool. This structure allows SEGRO investors to choose between equity in the combined group and a predetermined cash component, within the overall cap.

Prologis has also highlighted an earlier proposal dated 20 July 2026 that implied a value of 993 pence per SEGRO share. It stated that this earlier indication represented a 9.7% premium to SEGRO’s latest pro forma adjusted net asset value of 905 pence per share, as presented in Prologis’ July disclosures.

By referencing the 20 July terms alongside the higher 1,031.7 pence headline value of the best-and-final proposal, Prologis set out an evolution of its valuation approach while maintaining a link to SEGRO’s reported asset base.

Following submission of the latest proposal, senior representatives of Prologis met SEGRO management in London. Prologis stated that the purpose of the meeting was to assess whether there was a credible path to a transaction that SEGRO’s board could recommend to shareholders.

Prologis said the discussion did not provide meaningful clarity on the matters needed to enable further progress. It has asked SEGRO to seek consent from the UK Takeover Panel for an extension to the existing “put up or shut up” deadline of 5:00 pm BST on 22 July 2026, in order to allow more time to agree remaining terms for a potential recommended firm offer.

Under Rule 2.6(a) of the City Code on Takeovers and Mergers, Prologis must by that deadline either announce a firm intention to make an offer for SEGRO or state that it does not intend to do so. Prologis has reiterated that there can be no certainty that any firm offer will ultimately be made.