Prologis sets meeting and registration dates for a special meeting
SAN FRANCISCO, July 28, 2022 /PRNewswire/ — Prologis, Inc. (NYSE: PLD) (“Prologis”) announced today that its board of directors has called a special meeting of its shareholders to consider and vote on its proposed merger with Duke Realty Corporation (“Duke Realty”). The special meeting will take place via a live virtual webcast on September 28, 2022starting at 9:00 a.m. Pacific Time. Registered shareholders of Prologis at the close of trading on August 8, 2022the date of record of the special meeting, shall be entitled to be called to and vote at the special meeting.
Prologis, Inc. is the global leader in logistics real estate and focuses on high-barrier, high-growth markets. From June 30, 2022, the company owned or had investments in, wholly owned 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, primarily split into two broad categories: B2B and Retail/Online.
About Duke Realty
Duke Realty Corporation owns and operates approximately 167.3 million leasable square feet of industrial assets in 19 major logistics markets. Duke Realty is listed on the NYSE under the symbol DRE and is a member of the S&P 500 Index. More information about Duke Realty Corporation is available at www.ducrealty.com.
Statements contained 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. ‘fine. These forward-looking statements are based on current expectations, estimates and projections regarding the industry and markets in which Prologis and Duke Realty operate, as well as the beliefs and assumptions of Prologis and Duke Realty. Such statements involve uncertainties that could have a material impact on the financial results of Prologis or Duke Realty. Words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “seeks” and “estimates”, including variations of these similar words and expressions, are intended to identify such forward-looking statements, which generally are not historical in nature. All statements regarding operating performance, events or developments that Prologis or Duke Realty expect or anticipate to occur in the future – including statements relating to any possible transaction between Prologis and Duke Realty, the growth rents and occupancy, acquisition and development activities, contribution and disposal activity, general conditions in the geographic areas where Prologis or Duke Realty operates, debt, capital structure and situation respective financial strengths of Prologis and Duke Realty, the respective ability of Prologis and Duke Realty to generate income from co-investment ventures, to form new co-investment ventures and the availability of capital in co-investment ventures existing or new — 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 that the expectations reflected in the forward-looking statements are based on reasonable assumptions, neither Prologis nor Duke Realty can guarantee that their expectations will be achieved and, accordingly, actual results may differ materially from what is Express. or contemplated in such forward-looking statements. Some of the factors that could affect results include, but are not limited to: (i) the ability of Prologis and Duke Realty to complete the proposed transaction on the terms offered or within the timeframe anticipated, or not at all, including including the risks and uncertainties associated with obtaining the necessary shareholder approvals and satisfaction of other closing conditions to complete the proposed transaction; (ii) the occurrence of any event, change or other circumstance likely to lead to the termination of the merger agreement relating to the contemplated transaction; (iii) the risks of 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 invaluable liabilities; (vi) the risk of shareholder litigation in connection with the proposed transaction, including any resulting costs or delays; (vii) the risk that the business of Duke Realty will not be successfully integrated or that such integration will be more difficult, longer or more costly than expected; (viii) risks relating to future opportunities and plans for the combined company, including uncertainty as to the financial performance and expected future results of the combined company after 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 maintain favorable business relationships; (x) risks relating to the market value of the ordinary shares of Prologis to be issued in connection with the proposed transaction; (xi) other risks associated with the completion of the proposed transaction and actions relating thereto; (xii) national, international, regional and local economic and political climates and conditions; (xiii) fluctuations in global financial markets, interest rates and currency exchange rates; (xiv) increased or unexpected competition for Prologis or Duke Realty 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 REIT status, tax structuring and changes in tax laws and rates; (xvii) the availability of financing and capital, the levels of indebtedness that Prologis and Duke Realty maintain and their credit ratings; (xviii) risks relating to Prologis and Duke Realty’s investments in co-investment ventures, including the ability of Prologis and Duke Realty to establish new co-investment ventures; (xix) the risks of doing business internationally, including currency exchange risks; (xx) environmental uncertainties, including the risks of natural disasters; (xxi) risks related to the coronavirus pandemic; and (xxii) additional factors discussed in 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 to update any forward-looking statements contained in this communication, except as required by law.
As part of the proposed transaction, the July 18, 2022, Prologis has filed with the Securities and Exchange Commission (“SEC”) a registration statement on Form S-4 (“Form S-4”), which includes a document serving as Prologis’ prospectus and proxy statement. joint proxies of Prologis and Duke Realty (the “joint proxy statement/prospectus”), and each party will file other documents relating to the proposed transaction with the SEC. Form S-4 is not yet effective. INVESTORS AND SECURITYHOLDERS ARE ADVISED TO READ FORM S-4 AND THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. After Form S-4 becomes effective, a definitive proxy statement/prospectus will be sent to shareholders of Prologis and Duke Realty. Investors and security holders will be able to obtain the Form S-4 and joint proxy statement/prospectus free of charge from the SEC website or from Prologis or Duke Realty. Documents filed by Prologis with the SEC may be obtained free of charge on the Prologis website at the SEC Filings section of ir.prologis.com or on the SEC website at www.sec.gov. These documents can also be obtained free of charge from Prologis by requesting them from Investor Relations by post at Quai 1, Baie 1, San Francisco, California 94111. Documents filed by Duke Realty with the SEC may be obtained free of charge on Duke Realty’s website in the SEC Filings section of http://investor.ducrealty.com or on the SEC website at www.sec.gov. These documents may also be obtained free of charge from Duke Realty by requesting them from Investor Relations by mail at 8711 River Crossing Blvd. Indianapolis, Indiana 46240.
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, and there will be no sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the recording. or qualification under titles. laws of such jurisdiction. No offer of securities may be made except by means of a prospectus satisfying the requirements of Section 10 of the Securities Act of 1933, as amended.
Participants in the solicitation
Prologis and Duke Realty and their respective directors, officers and other members of management may be considered participants in the solicitation of proxies with respect to the proposed transaction. Information about the directors and officers of Prologis is available in Prologis’ annual report on Form 10-K for the year ended December 31, 2021its management proxy circular dated March 25, 2022for its 2022 annual meeting of stockholders and current report on Form 8-K/A filed with the SEC on April 52022. Information about the directors and officers of Duke Realty is available in Duke Realty’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021its management proxy circular dated March 2, 2022for its 2022 Annual Meeting of Shareholders and current Report on Form 8-K filed with the SEC on April 27The proposed transaction when available. Investors should carefully read the proxy statement/joint prospectus when it becomes available before making any voting or investment decisions. You can obtain free copies of these documents from Prologis or Duke Realty as indicated above.
SOURCE Prologis, Inc.