Duke Realty Responds to Acquisition Proposal from Prologis, Inc.
May 11 2022 - 9:15AM
Duke Realty Corporation (NYSE: DRE) (“Duke Realty” or “the
Company”), the largest domestic-only logistics REIT, today
responded to Prologis, Inc.’s (NYSE: PLD) (“Prologis”) non-binding
proposal to acquire the Company in an all-stock transaction. Under
the terms of Prologis’ May 10, 2022 proposal, Duke Realty
shareholders would receive 0.466 shares of Prologis common stock
for each share of Duke Realty common stock they own.
“As we have repeatedly made clear to Prologis during our
discussions over the past several months, consistent with its
fiduciary duties, our Board of Directors has carefully evaluated
proposals from Prologis and we remain open to exploring all paths
to maximize shareholder value, and we believe the latest offer,
virtually unchanged from its prior proposals, is insufficient in
that regard."
“We have delivered superior returns for our shareholders based
on our best-in-class industrial warehouse portfolio, world-class
organization and the execution of our growth-oriented strategic
plan. Our business is robust, and we have significant momentum, as
evidenced by the record levels of in-service and stabilized
occupancy and considerable leasing success of our development
pipeline. We will continue to drive sustainable value creation and
are confident in our ability to generate consistent double-digit
growth in FFO, AFFO and dividends for our shareholders for years to
come.”
Duke Realty will have no further comment on the proposal at this
time.
Morgan Stanley & Co. LLC is acting as financial advisor
to Duke Realty, and Hogan Lovells is serving as legal advisor.
About Duke Realty Corporation
Duke Realty Corporation owns and operates approximately
164.9 million rentable square feet of industrial assets in 19 major
logistics markets. Duke Realty Corporation is publicly
traded 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.dukerealty.com.
Cautionary Notice Regarding Forward-Looking
Statements
This news release may contain forward-looking statements within
the meaning of the federal securities laws. All statements, other
than statements of historical facts, including, among others,
statements regarding the Company’s future financial position or
results, future dividends, and future performance, are
forward-looking statements. Those statements include statements
regarding the intent, belief, or current expectations of the
Company, members of its management team, as well as the assumptions
on which such statements are based, and generally are identified by
the use of words such as "may," "will," "seeks," "anticipates,"
"believes," "estimates," "expects," "plans," "intends," "should,"
or similar expressions although not all forward looking statements
may contain such words. Forward-looking statements are not
guarantees of future performance and involve risks and
uncertainties that actual results may differ materially from those
contemplated by such forward-looking statements. Many of these
factors are beyond the Company’s abilities to control or predict.
Such factors include, but are not limited to, (i) general adverse
economic and local real estate conditions; (ii) the inability of
major tenants to continue paying their rent obligations due to
bankruptcy, insolvency or a general downturn in their business;
(iii) financing risks, such as the inability to obtain equity, debt
or other sources of financing or refinancing on favorable terms, if
at all, and the company’s ability to retain current credit ratings;
(iv) the company’s ability to raise capital by selling its assets;
(v) the company’s continued qualification as a real estate
investment trust, or REIT, for U.S. federal income tax
purposes; (vi) changes in governmental laws and regulations; (vii)
the level and volatility of interest rates and foreign currency
exchange rates; (viii) valuation of joint venture investments; (ix)
valuation of marketable securities and other investments, including
volatility in the company’s stock price and trading volume; (x)
valuation of real estate and other inherent risks in the real
estate business, including, but not limited to, tenant defaults,
potential liability relating to environmental matters and liquidity
of real estate investments; (xi) increases in operating costs;
(xii) changes in the dividend policy for the Company’s common
stock; (xiii) the reduction in the Company’s income in the event of
multiple lease terminations by tenants, as well as competition for
tenants and potential decreases in property occupancy; (xiv)
impairment charges; (xv) a failure or breach of our information
technology systems networks or processes that could cause business
disruptions or loss of confidential information; (xvi) the effects
of geopolitical instability and risks such as terrorist attacks and
trade wars; (xvii) the effects of natural disasters, including
floods, droughts, wind, tornadoes and hurricanes; and (xviii) the
effect of any damage to our reputation resulting from developments
relating to any of items (i) – (xviii). The Company refers you to
the section entitled “Risk Factors” contained in the company's
Annual Report on Form 10-K for the year ended December 31,
2021. Additional information concerning factors that could cause
actual results to differ materially from those forward-looking
statements is contained from time to time in the Company's filings
with the Securities and Exchange Commission. Copies of each
filing may be obtained from the company or the Securities and
Exchange Commission.
The risks included here are not exhaustive and undue reliance
should not be placed on any forward-looking statements, which are
based on current expectations. All written and oral forward-looking
statements attributable to the Company, its management, or persons
acting on their behalf are qualified in their entirety by these
cautionary statements. Further, forward-looking statements speak
only as of the date they are made, and the Company undertakes no
obligation to update or revise forward-looking statements to
reflect changed assumptions, the occurrence of unanticipated events
or changes to future operating results over time unless otherwise
required by law.
Contact Information:
Investors:
Ron Hubbard
317.808.6060
Media:
Sard Verbinnen Co.
Ben Spicehandler / Stephen Pettibone
DRE-SVC@sardverb.com
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