DENVER, April 22, 2011 /PRNewswire/ -- ProLogis (NYSE: PLD), a REIT organized under Maryland law with headquarters in Denver, Colorado, USA ("PLD"), announced today the launch of a mandatory offer (the "Offer") for any or all Ordinary Units and Convertible Preferred Units not owned directly or indirectly by PLD, of ProLogis European Properties, a Luxembourg registered fonds commun de placement ("PEPR") having its registered office in the Grand Duchy of Luxembourg, 34-38, avenue de la Liberte, L-1930 Luxembourg. The Offer is made in accordance with Article 5(1) of the Luxembourg law of May 19, 2006 implementing Directive 2004/25/EC of the European Parliament and of the Council of April 21, 2004 concerning public take-over bids (the "Law").
PLD confirms the financial terms of the Offer as published on April 14, 2011 for the Ordinary Units, namely at a price of Euro 6.10 per Ordinary Unit, which represents a 22 percent premium over the unaffected closing price on Euronext Amsterdam of PEPR Ordinary Units 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 price in the preceding 12 months. The Offer Price for the Convertible Preferred Units is Euro 6.10 per Unit.
The Offer will start on April 22, 2011 and the Acceptance Period will end on May 6, 2011. The Offer may be subject to extension in accordance with applicable law.
"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," said ProLogis CEO Walter C. Rakowich.
The Offer Document published by PLD International LLC, a wholly owned subsidiary of PLD, has been approved on April 20, 2011 by the Commission de Surveillance du Secteur Financier in Luxembourg and notification provided to the AFM in the Netherlands. The Offer Document will be available to the public at RBS Global Banking (Luxembourg) S.A., 46, avenue J-F Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg and at The Royal Bank of Scotland N.V., Equity Capital Markets/Corporate Actions, HQ 3130, Gustav Mahlerlaan 10, 1082 PP Amsterdam, The Netherlands, mail: [email protected]. It will be available for consultation on the following website: http://www.prologis.com.
The financial intermediaries who have been appointed to assist in relation to the Offer, and who can be contacted for assistance and who will accept the Acceptance Forms in relation to the Offer are:
- In the Grand-Duchy of Luxembourg: RBS Global Banking (Luxembourg) S.A. -Tel: +352 270 330-1
- In the Netherlands: The Royal Bank of Scotland N.V. - Tel: +31 20 464 3707(or alternatively toll free number for calls made from inside the European Union: 00 800 3882 4743)
Further details on the handling of the Acceptance Forms and the settlement of the Offer are given in the Offer Document.
The start of the offer period will be announced in the Luxembourg press (Luxemburger Wort) and the Dutch press (Het Financieele Dagblad and Officiele Prijscourant) on April 22, 2011.
The final results of the Offer are expected to be announced on May 6, 2011. The settlement of the Offer is expected to take place on May 11, 2011.
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.
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.