ProLogis begins tender offer for ProLogis European units, convertibles

By Susanna Moon

Chicago, April 25 - ProLogis said it began a mandatory tender offer for the outstanding units and convertible preferred units of ProLogis European Properties that it does not currently own.

The price is €6.10 per unit or convertible preferred unit. It represents a 22% premium over the April 12 closing price, a 27% premium over the volume-weighted average price in the preceding six months and a 33% premium over the VWAP in the preceding 12 months, according to a company press release.

The tender period began April 22 and will end on May 6. Settlement is expected to occur on May 11.

"With this unconditional offer, ProLogis is providing all PEPR unitholders who wish to monetize their investment an opportunity to sell their units at a compelling price with certainty and speed of outcome," Walter C. Rakowich, ProLogis chief executive officer, said in the release.

The offer document published by PLD International LLC, a wholly owned subsidiary of the issuer, was approved on April 20 by the Commission de Surveillance du Secteur Financier in Luxembourg, the release said.

ProLogis announced plans for the offer on April 14 after it purchased about 11 million units of ProLogis European from an institutional investor, bringing ProLogis' ownership of ProLogis European to 38%.

Algemene Pensioen Groep NV and Goodman Group made an indicative non-binding proposal to acquire ProLogis' stake in ProLogis European. They have not made an offer for all ProLogis European units but have stated that a price of €6.00 per unit would represent "a compelling value proposition for all unitholders," according to a previous news release from ProLogis.

ProLogis does not want to sell its interest in ProLogis European and said the tender offer "eliminates the instability and uncertainty" created by the proposal from Algemene and Goodman Group.

JPMorgan is acting as financial adviser to ProLogis.

The tender offer document is available from RBS Global Banking (Luxembourg) SA (352 270 330-1 or corporate.actions@rbs.com) and Royal Bank of Scotland NV (00 800 3882 4743, +31 20 464 3707 or corporate.actions@rbs.com). It will be available online at prologis.com.

ProLogis European Properties is a real estate investment fund that owns distribution and logistics facilities. The company is incorporated in Luxembourg and has headquarters in London.

ProLogis is a Denver-based provider of distribution facilities.

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