SAN
FRANCISCO and INDIANAPOLIS, Sept. 28,
2022 /PRNewswire/ -- Prologis, Inc. (NYSE: PLD)
("Prologis") and Duke Realty Corporation (NYSE: DRE) ("Duke
Realty") today announced that Prologis stockholders and Duke Realty
shareholders have voted, separately, to approve the proposed merger
at their respective special meetings held virtually today,
September 28, 2022.
According to the results of the Prologis Special Meeting of
Stockholders, more than 99 percent of votes cast at the meeting –
approximately 87 percent of the outstanding shares of Prologis
common stock as of the record date – were voted in favor of the
issuance of Prologis common stock in connection with the merger.
The final voting results of the Prologis Special Meeting will
be filed as part of a Form 8-K with the U.S. Securities and
Exchange Commission.
According to the results of the Duke Realty Special Meeting of
Shareholders, more than 99 percent of votes cast at the meeting –
approximately 85 percent of the outstanding shares of Duke
Realty common stock as of the record date – were voted in favor of
approving the merger agreement and the transactions contemplated
thereby, including the merger. The final voting results of
the Duke Realty Special Meeting will be filed as part of a Form 8-K
with the U.S. Securities and Exchange Commission.
Upon consummation of the merger, Duke Realty shareholders will
receive 0.475 of a newly-issued share of Prologis common stock for
each share of Duke Realty common stock they own immediately prior
to the effective time of the merger. The transaction is expected to
close in early October subject to the satisfaction or waiver of
customary closing conditions.
ADVISORS
Goldman Sachs Group, Inc. and Citigroup are serving as financial
advisors and Wachtell, Lipton, Rosen & Katz is serving as legal
advisor to Prologis. Morgan Stanley & Co. LLC is serving as the
lead financial advisor and Hogan Lovells US LLP is serving as legal
advisor to Duke Realty. J.P. Morgan Securities LLC and Alston &
Bird LLP are also serving as financial and legal advisors,
respectively, to Duke Realty.
ABOUT PROLOGIS
Prologis, Inc. is the global leader in logistics real estate
with a focus on high-barrier, high-growth markets. As of
June 30, 2022, the company owned or
had investments in, on a wholly owned basis or through
co-investment ventures, properties and development projects
expected to total approximately 1.0 billion square feet (95 million
square meters) in 19 countries. Prologis leases modern logistics
facilities to a diverse base of approximately 5,800 customers
principally across two major categories: business-to-business and
retail/online fulfillment.
ABOUT DUKE REALTY
Duke Realty Corporation owns and operates approximately 167.3
million rentable square feet of industrial assets in 19 major
logistics markets.
FORWARD-LOOKING STATEMENTS
The statements in this communication that are not historical
facts are forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended. These
forward-looking statements are based on current expectations,
estimates and projections about the industry and markets in which
Prologis and Duke Realty operate as well as beliefs and assumptions
of Prologis and Duke Realty. Such statements involve uncertainties
that could significantly impact Prologis' or Duke Realty's
financial results. Words such as "expects," "anticipates,"
"intends," "plans," "believes," "seeks," and "estimates," including
variations of such words and similar expressions, are intended to
identify such forward-looking statements, which generally are not
historical in nature. All statements that address operating
performance, events or developments that Prologis or Duke Realty
expects or anticipates will occur in the future — including
statements relating to the proposed transaction between Prologis
and Duke Realty, rent and occupancy growth, acquisition and
development activity, contribution and disposition activity,
general conditions in the geographic areas where Prologis or Duke
Realty operate, Prologis' and Duke Realty's respective debt,
capital structure and financial position, Prologis' and Duke
Realty's respective ability to earn revenues from co-investment
ventures, form new co-investment ventures and the availability of
capital in existing or new co-investment ventures — are
forward-looking statements. These statements are not
guarantees of future performance and involve certain risks,
uncertainties and assumptions that are difficult to predict.
Although Prologis and Duke Realty believe the expectations
reflected in any forward-looking statements are based on reasonable
assumptions, neither Prologis nor Duke Realty can give assurance
that its expectations will be attained and, therefore, actual
outcomes and results may differ materially from what is expressed
or forecasted in such forward-looking statements. Some of the
factors that may affect outcomes and results include, but are not
limited to: (i) Prologis' and Duke Realty's ability to
complete the proposed transaction on the proposed terms or on the
anticipated timeline, or at all, including risks and uncertainties
related to the satisfaction of closing conditions to consummate the
proposed transaction; (ii) the occurrence of any event, change or
other circumstance that could give rise to the termination of the
merger agreement relating to the proposed transaction; (iii) risks
related to diverting the attention of Prologis and Duke Realty
management from ongoing business operations; (iv) failure to
realize the expected benefits of the proposed transaction; (v)
significant transaction costs and/or unknown or inestimable
liabilities; (vi) the risk of shareholder litigation in connection
with the proposed transaction, including resulting expense or
delay; (vii) the risk that Duke Realty's business will not be
integrated successfully or that such integration may be more
difficult, time-consuming or costly than expected; (viii) risks
related to future opportunities and plans for the combined company,
including the uncertainty of expected future financial performance
and results of the combined company following completion of the
proposed transaction; (ix) the effect of the announcement of the
proposed transaction on the ability of Prologis and Duke Realty to
operate their respective businesses and retain and hire key
personnel and to maintain favorable business relationships; (x)
risks related to the market value of the Prologis common stock to
be issued in the proposed transaction; (xi) other risks related to
the completion of the proposed transaction and actions related
thereto; (xii) national, international, regional and local economic
and political climates and conditions; (xiii) changes in global
financial markets, interest rates and foreign currency exchange
rates; (xiv) increased or unanticipated competition for Prologis'
or Duke Realty's properties; (xv) risks associated with
acquisitions, dispositions and development of properties, including
increased development costs due to additional regulatory
requirements related to climate change; (xvi) maintenance of Real
Estate Investment Trust status, tax structuring and changes in
income tax laws and rates; (xvii) availability of financing and
capital, the levels of debt that Prologis and Duke Realty maintain
and their credit ratings; (xviii) risks related to Prologis' and
Duke Realty's investments in co-investment ventures, including
Prologis' and Duke Realty's ability to establish new co-investment
ventures; (xix) risks of doing business internationally, including
currency risks; (xx) environmental uncertainties, including risks
of natural disasters; (xxi) risks related to the coronavirus
pandemic; and (xxii) those additional factors discussed under Part
I, Item 1A. Risk Factors in Prologis' and Duke Realty's respective
Annual Reports on Form 10-K for the year ended December 31, 2021. Neither Prologis nor
Duke Realty undertakes any duty to update any forward-looking
statements appearing in this communication except as may be
required by law.
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SOURCE Prologis, Inc.
