ProLogis completes tender offer for units issued by ProLogis European

By Susanna Moon

Chicago, May 18 - ProLogis announced the results of its tender offer for ProLogis European Properties' perpetual convertible preferred units and ordinary units. The offer ended at 6 p.m. ET on May 18.

Since the offer began April 22, ProLogis has received for tender or purchased in the open market 96,547,538 units and 2,728,161 convertible preferred units, according to a company press release.

After settlement of the offer on May 25, ProLogis will hold directly or indirectly a total of 170,661,111 units and 9,744,017 convertible preferred units. This holding will represent 89.58% of units and 94.62% of preferred units, the release said.

The company will pay €6.20 per unit or convertible, which represents a 24% premium over the April 12 closing unit price. The payout was raised from €6.10 per security, which was a 22% premium over the April 12 closing unit price, a 27% premium over the volume-weighted average price of the units in the preceding six months and a 33% premium over the VWAP in the preceding 12 months.

Prior to the offer amendments on May 6, the number of tendered ordinary units was 8,818.

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%.

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

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).

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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