DENVER, April 12, 2011 /PRNewswire/ -- ProLogis (NYSE:
PLD), a leading global provider of distribution facilities, today
announced that it intends to retain its ownership stake in and
management agreement with ProLogis European Properties (Euronext:
PEPR), a publicly traded fund consisting of high-quality
distribution and logistics facilities in Europe. The company is issuing this statement
in response to a joint press release from APG Algemene Pensioen
Groep N.V. ("APG") and Goodman Group (referred to collectively as
the "Investor Group"), which related to and unsolicited letter of
interest received by ProLogis on March 31,
2011, expressing interest in acquiring ProLogis' 33.1
percent ownership interest in PEPR on behalf of an undisclosed
consortium.
The Investor Group's letter of interest included numerous
conditions, including satisfactory completion of due diligence, and
placed a value on ProLogis' stake at euro
378 million, or euro 6 per
unit, based on the approximate mid-point of measures of PEPR's
year-end 2010 net asset value. The letter of interest also
indicated that the offer was conditioned upon ProLogis
relinquishing its management agreement to Goodman Group.
Despite the highly contingent nature of the offer and APG's
request for secrecy, ProLogis immediately brought the letter to the
attention of the PEPR board in an effort to insure good governance,
transparency and the interest of all PEPR unit holders.
In its response to the Investor Group's letter of interest,
Walter C. Rakowich, ProLogis CEO
said, "ProLogis has no intent or desire to sell its interest in
PEPR. Additionally we have no intention of selling or
relinquishing the management of PEPR. The value proposition of PEPR
has always been inextricably linked to ProLogis' active ownership
and management. ProLogis provides unparalleled industrial
management expertise, as well as a strong European operation and a
global finance organization.
"In addition, ProLogis' significant ownership stake in PEPR
ensures that, as an external manager, our interests are fully
aligned with those of PEPR's unitholders. These advantages benefit
all unitholders and they represent some of the key reasons why
unitholders invest in PEPR."
In its response, ProLogis also offered to continue its dialogue
with APG regarding a range of value-enhancing alternatives in a
professional and cooperative fashion with the objective of finding
a mutually satisfactory way forward that will serve the interests
of all PEPR unitholders. "APG had acknowledged in related
discussions that it intended to use the timing of our pending
merger to exert undo influence, and we regret that APG and Goodman
have elected to pursue this matter in the media," Rakowich
added.
ProLogis said the expression of interest from the Investor Group
and the subsequent response by ProLogis are not expected to have
any impact on the proposed merger of equals between ProLogis and
AMB Property Corporation (NYSE: AMB).
About ProLogis
ProLogis is the leading global provider of distribution
facilities, with more than 435 million square feet of industrial
space owned and managed (40 million square meters) in markets
across North America, Europe and Asia. The company leases its industrial
facilities to more than 3,800 customers, including manufacturers,
retailers, transportation companies, third-party logistics
providers and other enterprises with large-scale distribution
needs. For additional information about the company, go to
www.prologis.com.
Follow ProLogis on Twitter: http://twitter.com/ProLogis
About PEPR
ProLogis European Properties, or PEPR, is one of the largest
pan-European owners of high quality distribution and logistics
facilities. PEPR was established in 1999 as a closed-end, real
estate investment fund, externally managed by a subsidiary of
ProLogis (NYSE: PLD), a leading global provider of industrial
distribution facilities. In September
2006, PEPR was listed on Euronext Amsterdam.
Additional Information about the Proposed Transaction and
Where to Find It:
In connection with the proposed transaction, AMB Property
Corporation ("AMB") has filed with the SEC a preliminary
registration statement on Form S-4 that includes a preliminary
joint proxy statement of ProLogis and AMB that also constitutes a
prospectus of AMB. ProLogis and AMB also plan to file other
relevant documents with the SEC regarding the proposed transaction.
The registration statement has not been declared effective by the
SEC, and the definitive joint proxy statement/prospectus is not
currently available. INVESTORS ARE URGED TO READ THE PRELIMINARY
JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS AS
AND TO READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS, IF AND
WHEN IT BECOMES AVAILABLE, BECAUSE THEY DO AND WILL CONTAIN
IMPORTANT INFORMATION. You may obtain a free copy of the
preliminary joint proxy statement/prospectus and other relevant
documents filed by ProLogis and AMB with the SEC including the
definitive joint proxy statement/prospectus, if and when it becomes
available at the SEC's website at www.sec.gov. Copies of the
documents filed by ProLogis and AMB with the SEC are available free
of charge on ProLogis' website at www.prologis.com or by contacting
ProLogis Investor Relations at +1-303-567-5690. Copies of the
documents filed by AMB with the SEC will be available free of
charge on AMB's website at www.amb.com or by contacting AMB
Investor Relations at +1-415-394-9000.
AMB and ProLogis and their respective directors and executive
officers and other members of management and employees may be
deemed to be participants in the solicitation of proxies in respect
of the proposed transaction. You can find information about
ProLogis' executive officers and directors in ProLogis' Annual
Report on Form 10K filed on February 28,
2011, as amended on Form 10K/A filed with the SEC on
March 28, 2011 and definitive proxy
statement filed with the SEC on March 30,
2010. You can find information about AMB's executive
officers and directors in AMB's Annual Report on Form 10K filed
with the SEC on February 18, 2011, as
amended on Form 10K/A filed with the SEC on March 10, 2011 and the definitive proxy statement
filed with the SEC on March 23, 2010.
Additional information regarding the interests of such potential
participants are included in the joint proxy statement/prospectus
and other relevant documents filed with the SEC as and when they
become available. You may obtain free copies of these documents
from AMB or ProLogis using the sources indicated above.
This document shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the U.S.
Securities Act of 1933, as amended.
SOURCE ProLogis