Form 8.3 - The Vanguard Group, Inc.: Prologis, Inc.

Prologis (NYSE:PLD) is acquiring SEGRO (OTC:SEGXF) for $18.8B, with a 68.4% dividend payout ratio. Prologis issued 17.25M additional shares in August, increasing its share count by 1.85%. The acquisition will add 93.9M new shares, potentially impacting dividend coverage. Prologis expects a neutral to minimally dilutive impact on Core FFO per share post-closing.

The Vanguard Group, Inc. disclosed a Form 8.3 filing regarding Prologis, Inc. The filing details positions and dealings in Prologis' relevant securities, including purchases, sales, and derivative transactions. The disclosure is made under Rule 8.3 of the Takeover Code, with no indemnity or other dealing arrangements reported.

Prologis (NYSE:PLD) priced an underwritten public offering of 15 million common shares, raising about $2.1 billion in gross proceeds before expenses, with an expected close on Wednesday. Underwriters J.P. Morgan and BofA Securities also have a 30-day option for up to 2.25 million more shares. Net proceeds will go to its operating partnership for general corporate purposes, including potential acquisitions such as SEGRO, though no deal is assured.

Prologis said Segro’s board will recommend Prologis’ fourth takeover bid, valuing Segro’s equity at about $18.8B. The combined platform would manage about $269B in assets. Prologis expects its European footprint to rise 47% and a larger development pipeline. Deal is targeted to close in 1H 2027, pending approvals.

Prologis priced a $2.1 billion public stock offering to fund its recently accepted takeover of U.K. REIT Segro, according to the company. The Segro deal is valued at £14 billion, or about $18.8 billion. The financing and acquisition could affect Prologis’ capital structure and deal execution.

Segro agreed to a takeover by U.S. logistics firm Prologis in a deal worth up to £14.3 billion ($19.19 billion), after investor pressure. The offer is up to £10.54 per Segro share, a 42% premium to June 23. Terms include 0.0920 Prologis shares plus up to £3.5 billion cash and a possible dividend. Segro shares rose 1.4% to £9.75.