ProLogis Increases Ownership in ProLogis European Properties ("PEPR") to 38 Percent; Announces Offer for Remaining PEPR Units at Euro 6.10 per Ordinary Unit
By Prologis, PRNEWednesday, April 13, 2011
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DENVER, April 14, 2011 - ProLogis (NYSE: PLD), the leading global provider of distribution
facilities, today announced that it has purchased approximately 11 million
ordinary units ("Units") in ProLogis European Properties
(Euronext/Amsterdam:PEPR) from a major institutional investor, bringing
ProLogis' ownership in PEPR to approximately 38 percent of the Units.
ProLogis will now launch a mandatory tender offer to acquire any or all of
the outstanding Units and convertible preferred units it does not currently
own in PEPR, subject to approval of the offer document by the Luxembourg
regulator.
ProLogis will offer each PEPR unitholder Euro 6.10 per Unit in cash,
which represents a 22 percent premium over the unaffected closing price on
Euronext of PEPR shares on April 12, 2011, a 27 percent premium over the
volume weighted average price in the preceding six months, and a 33 percent
premium over the volume weighted average share price in the preceding 12
months. Separately, ProLogis will offer each PEPR convertible preferred
unitholder an appropriate cash consideration, which will be further detailed
in the offer document.
The offer has no material conditions to close. It is expected that the
tender period will be open for two to four weeks as required by applicable
law.
The ProLogis offer provides PEPR unitholders an opportunity to sell their
Units at an attractive price and eliminates the instability and uncertainty
created by the non-definitive and highly conditional proposal for ProLogis'
stake in PEPR by Algemene Pensioen Groep N.V. ("APG") and Goodman Group
(referred to collectively as the "Investor Group"). Although the Investor
Group has not made an offer for all PEPR Units, its recent press release
stated that a price of Euro 6.00 per Unit would represent "a compelling value
proposition for all unitholders."
ProLogis has taken this immediate action for the benefit of all
unitholders following the Investor Group's indicative non-binding proposal,
which also included several conditions, including that ProLogis sell its
ownership stake in PEPR and relinquish its management contract to Goodman, a
competitor of ProLogis in Europe. ProLogis announced earlier this week that
it has no intention or desire to sell its interest in PEPR, nor does it
intend to sell the management agreement. It said the value proposition of
PEPR has always been inextricably linked to ProLogis' active ownership and
management.
"Under ProLogis' management, PEPR's occupancy has consistently
outperformed the broader pan-European market by 300-500 basis points," said
ProLogis CEO Walter C. Rakowich. "Additionally, over the last two years
ProLogis has managed the refinancing or repayment of over Euro 1.3 billion of
debt on behalf of PEPR."
ProLogis has and will continuously review ways to further enhance the
capitalization and value of PEPR for all PEPR unitholders. Its decision to
make an offer for the Units represents its response to the desire of certain
unitholders to monetize their investment.
J.P. Morgan is acting as financial adviser to ProLogis.
About PEPR
ProLogis European Properties, or PEPR, is one of the largest pan-European
owners of high quality distribution and logistics facilities. PEPR was
established in 1999 as a closed-end, real estate investment fund, externally
managed by a subsidiary of ProLogis (NYSE: PLD), a leading global provider of
industrial distribution facilities. In September 2006, PEPR was listed on
Euronext Amsterdam. As at 31 December 2010, PEPR has a portfolio of 232
buildings, covering 4.9 million square metres in 11 European countries, with
a market value of Euro 2.8 billion. The portfolio has an occupancy level of
94.5% and an average of 3.4 years to the next lease break or 5.3 years to
lease expiry.
About ProLogis
ProLogis is the leading global provider of distribution facilities, with
more than 435 million square feet of industrial space owned and managed (40
million square meters) in markets across North America, Europe and Asia. The
company leases its industrial facilities to more than 3,800 customers,
including manufacturers, retailers, transportation companies, third-party
logistics providers and other enterprises with large-scale distribution
needs. For additional information about the company, go to
www.prologis.com.
Media, Krista Shepard, ProLogis, +1-303-567-5907, kshepard at prologis.com; or Charlotte McMullen of M:Communications, +44-(0)20-7920-2349, or M, +44-(0)7921-881-800, mcmullen at mcomgroup.com; or Suzanne Dawson, Linden Alschuler & Kaplan, Inc., Office, +1-212-329-1420, Mobile, +1-908-242-7162, sdawson at lakpr.com; or Investors, Melissa Marsden, +1-303-567-5622, mmarsden at prologis.com
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