Item 9.01. | Financial Statements and Exhibits. |
Cautionary Note Regarding Forward-Looking Statements
The statements in this report 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 management’s beliefs and assumptions. Such statements involve uncertainties
that could significantly impact Prologis’ 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 expects or anticipates will occur in the future—including statements
relating to any possible 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’
debt, capital structure and financial position, Prologis’ 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 believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, Prologis can give
no 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) the ultimate outcome of any possible transaction between Prologis and Duke Realty, including the possibility that Duke
Realty will reject the proposed transaction with Prologis; (ii) uncertainties as to whether Duke Realty will cooperate with
Prologis regarding the proposed transaction; (iii) 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;
(iv) the timing of the proposed transaction; (v) the ability to satisfy closing conditions to the completion of the proposed transaction
(including shareholder approvals); (vi) other risks related to the completion of the proposed transaction and actions related thereto;
(vii) national, international, regional and local economic and political climates and conditions; (viii) changes in global financial markets,
interest rates and foreign currency exchange rates; (ix) increased or unanticipated competition for Prologis’ or Duke Realty’s
properties; (x) risks associated with acquisitions, dispositions and development of properties, including increased development costs
due to additional regulatory requirements related to climate change; (xi) maintenance of Real Estate Investment Trust status, tax structuring
and changes in income tax laws and rates; (xii) availability of financing and capital, the levels of debt that Prologis and Duke Realty
maintain and their credit ratings; (xiii) risks related to Prologis’ investments in co-investment ventures, including Prologis’
ability to establish new co-investment ventures; (xiv) risks of doing business internationally, including currency risks; (xv) environmental
uncertainties, including risks of natural disasters; (xvi) risks related to the coronavirus pandemic; and (xvii) 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. Prologis undertakes no duty to update any forward-looking statements appearing in this report except as
may be required by law.
Additional Information
This communication does not constitute an offer to buy or solicitation
of an offer to sell any securities. This communication relates to a proposal which Prologis has made for an acquisition
of Duke Realty. In furtherance of this proposal and subject to future developments, Prologis (and, if a negotiated transaction is
agreed, Duke Realty) may file one or more registration statements, proxy statements or other documents with the SEC. This communication
is not a substitute for any proxy statement, registration statement, prospectus or other document Prologis and/or Duke
Realty may file with the SEC in connection with the proposed transaction.
Investors and security holders of Prologis and Duke
Realty are urged to read the proxy statement(s), registration statement, prospectus and/or other documents filed with the SEC carefully
in their entirety if and when they become available as they will contain important information about the proposed transaction. Any
definitive proxy statement(s) or prospectus(es) (if and when available) will be mailed to stockholders of Prologis and/or Duke Realty,
as applicable. Investors and security holders will be able to obtain free copies of these documents (if and when available) and other
documents filed with the SEC by Prologis through the web site maintained by the SEC at http://www.sec.gov.
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.
This communication is neither a solicitation of a proxy nor a substitute
for any proxy statement or other filings that may be made with the SEC. Nonetheless, Prologis and its 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 transactions. You can find information about Prologis’ executive officers and directors in Prologis’
definitive proxy statement filed with the SEC on March 25, 2022. Additional information regarding the interests of such
potential participants will be included in one or more registration statements, proxy statements or other documents filed with the SEC if
and when they become available. These documents (if and when available) may be obtained free of charge from the SEC’s website http://www.sec.gov.