SAN
FRANCISCO, July 28, 2022 /PRNewswire/
-- Prologis, Inc. (NYSE: PLD) ("Prologis") today announced
that its Board of Directors has called a special meeting of its
stockholders to consider and vote on its proposed merger with Duke
Realty Corporation ("Duke Realty"). The special meeting will
be conducted via a virtual live webcast on September 28, 2022, commencing at 9:00 a.m., Pacific Time. Stockholders of
record of Prologis as of the close of business on August 8, 2022, the record date for the special
meeting, will be entitled to notice of and to vote at the special
meeting.
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. Duke Realty 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.
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 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' 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 securing the necessary shareholder approvals and
satisfaction of other 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.
Additional Information
In connection with the proposed transaction, on July 18, 2022, Prologis filed with the Securities
and Exchange Commission ("SEC") a registration statement on Form
S-4 ("Form S-4"), which includes a document that serves as a
prospectus of Prologis and a joint proxy statement of Prologis and
Duke Realty (the "joint proxy statement/prospectus"), and each
party will file other documents regarding the proposed transaction
with the SEC. The Form S-4 has not yet become effective. INVESTORS
AND SECURITY HOLDERS ARE URGED TO READ THE 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 the Form S-4 is effective, a
definitive joint proxy statement/prospectus will be sent to
Prologis' and Duke Realty's shareholders. Investors and
security holders will be able to obtain the Form S-4 and the joint
proxy statement/prospectus free of charge from the SEC's website or
from Prologis or Duke Realty. The documents filed by Prologis
with the SEC may be obtained free of charge at Prologis' website at
the SEC Filings section of ir.prologis.com or at the SEC's website
at www.sec.gov. These documents may also be obtained free of
charge from Prologis by requesting them from Investor Relations by
mail at Pier 1, Bay 1, San Francisco,
CA 94111. The documents filed by Duke Realty with the
SEC may be obtained free of charge at Duke Realty's website at the
SEC Filings section of http://investor.dukerealty.com or at the
SEC's 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, IN 46240.
This communication 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 Securities
Act of 1933, as amended.
Participants in the Solicitation
Prologis and Duke Realty and their respective directors,
executive officers and other members of management may be deemed to
be participants in the solicitation of proxies in respect of the
proposed transaction. Information about Prologis' directors
and executive officers is available in Prologis' Annual Report on
Form 10-K for the fiscal year ended December
31, 2021, its proxy statement dated March 25, 2022, for its 2022 Annual Meeting of
Shareholders and its Current Report on Form 8-K/A filed with the
SEC on April 5, 2022.
Information about Duke Realty's directors and executive officers is
available in Duke Realty's Annual Report on Form 10-K for the
fiscal year ended December 31, 2021,
its proxy statement dated March 2,
2022, for its 2022 Annual Meeting of Shareholders and its
Current Report on Form 8-K filed with the SEC on April 27, 2022. Other information regarding
the participants in the proxy solicitation and a description of
their direct and indirect interests, by security holdings or
otherwise, will be contained in the joint proxy
statement/prospectus and other relevant materials to be filed with
the SEC regarding the proposed transaction when they become
available. Investors should read the joint proxy
statement/prospectus carefully when it becomes available before
making any voting or investment decisions. You may obtain
free copies of these documents from Prologis or Duke Realty as
indicated above.
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SOURCE Prologis, Inc.