GMG Goodman Group

U.S. industrial real-estate giant ProLogis (PLD) said Thursday it plans to make an offer for ProLogis European Properties (PEPR.AE) which values the Euronext-listed warehouses developer at around EUR1.2 billion, trumping a rival group's bid.

The Denver-based company said it will launch a takeover offer for ProLogis European worth EUR6.10 per share, after it raised its stake in the biggest owner of warehouses in Europe to around 38% by buying around 11 million ordinary shares from a major institutional investor.

The offer represents a 22% premium over the closing share price April 12 and comes after Australian property investor Goodman Group (GMG.AU) and Dutch pension-fund asset manager APG Algemene Pensioen Groep NV had a joint takeover bid for ProLogis European rejected Tuesday.

ProLogis said its offer is at an attractive price and eliminates instability and uncertainty created by the rival group's indicative offer for its own stake. Goodman and APG were prepared to offer ProLogis EUR6 per share, which valued ProLogis European at about EUR1.1 billion.

Investors and analysts have complained about a weak corporate-governance structure at ProLogis European that puts small unit holders at a significant disadvantage. Investors with less than a 20% holding have no powers to call general meetings or make proposals to the board. ProLogis reaffirmed that it plans to retain its ownership in and management deal with ProLogis European.

The deal activity around ProLogis European comes as ProLogis and U.S. rival AMB Property Corp. enter the final stages of their effort to close a $14 billion merger that would form a global real-estate powerhouse.

At 0827 GMT, shares in ProLogis European traded up 7.1% at EUR6.16.

-By Michael Haddon, Dow Jones Newswires; 4420-7842-9289; michael.haddon@dowjones.com

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