Prologis has signed a definitive agreement to acquire British industrial landlord SEGRO plc in a deal valued at roughly $18.8 billion (£14 billion), converting the “best and final” offer the U.S. logistics giant made in July into a binding combination, according to a filing with the U.S. Securities and Exchange Commission. The deal, if completed, would fold one of Europe’s largest listed warehouse owners into the world’s largest industrial REIT.
Under the terms disclosed Tuesday, SEGRO shareholders will receive 0.0920 new Prologis common shares for each SEGRO ordinary share, fixing the value at 1,031.7 pence per share. Shareholders who prefer cash can elect a partial cash alternative worth 258 pence per share — 25% of the fixed price — funded through a pool capped at £3.5 billion; if elections exceed that cap, payouts will be scaled back on a pro-rata basis.
Prologis is financing the cash portion with a committed term loan facility of up to £3.575 billion in pounds sterling or euros, backstopped by its existing liquidity. Assuming full take-up of the cash alternative, continuing Prologis shareholders would hold about 91.1% of the combined company; if no SEGRO holders elect cash, that share falls to roughly 88.5%.
The combination is structured as a court-sanctioned scheme of arrangement under U.K. takeover law rather than a straightforward acquisition, a common vehicle for large public-company deals in Britain. Closing is targeted for the first half of 2027 and remains subject to a SEGRO shareholder vote requiring 75% approval by value, sanction from the U.K. High Court, and listing approvals from both the New York Stock Exchange and London Stock Exchange, along with customary regulatory clearances.
The agreement is the formal conclusion of a pursuit that became public in late July, when Prologis submitted a “best and final” proposal worth about $18.7 billion and SEGRO’s board indicated it was minded to recommend the terms, with a U.K.-mandated deadline of Aug. 12 to either make a firm offer or walk away. Tuesday’s filing shows Prologis moved before that deadline, converting the proposal into a signed deal roughly $100 million larger than the July bid on translated terms.
What it means: The transaction would combine two of the largest owners of warehouse and logistics real estate on either side of the Atlantic at a moment when industrial construction has cooled from its pandemic-era peak but big-box logistics space remains in steady demand from e-commerce and, increasingly, data-adjacent supply chains. For Prologis, absorbing SEGRO’s U.K. and Continental European portfolio would extend its reach into markets it has historically accessed mostly through joint ventures and separate European vehicles. The 75%-of-value shareholder vote threshold and court sanction process mean the deal is not yet certain, though a recommended offer from the target board significantly improves the odds of completion relative to a hostile approach.
What to watch: SEGRO’s shareholder meeting and the U.K. court sanction hearing will be the next formal checkpoints, followed by antitrust and foreign-investment reviews in the jurisdictions where the combined company would hold significant market share in logistics space.
The deal lands as institutional capital continues to flow into industrial real estate even with new construction well off its 2022 peak. Stonemont and PCCP closed a separate $1 billion deal for a 38-building industrial portfolio earlier this summer, one of several large warehouse-sector transactions this year that suggest investor appetite for logistics real estate has held up better than for offices or some categories of retail. A completed Prologis-SEGRO combination would sit atop that market as, by a wide margin, the largest publicly traded owner of industrial and logistics space in the world, with a footprint spanning North America, Europe and Asia.
Prologis and SEGRO did not disclose executive commentary in the SEC filing itself; the companies’ own statements on strategic rationale are expected in materials to be circulated ahead of the SEGRO shareholder vote.
