ProLogis shareholders to vote on proposed merger with AMB

Nearly four months after global industrial real estate bellwethers ProLogis and AMB Property Corporation announced they signed a definitive agreement to pave the way for a merger, ProLogis officials said that the company has scheduled a special meeting of its shareholders to consider and vote upon the merger.

The meeting will be held at ProLogis headquarters in Denver on June 1. The company said that “subject to receipt of shareholder approval and satisfaction or waiver of the other closing conditions, the anticipated effective date of the merger is June 3, 2011.”

ProLogis is a global provider of distribution facilities, with more than 475 million square feet of industrial space throughout North America, Europe, and Asia. And AMB is an owner, operator and developer of global industrial real estate, with a focus on major hub and gateway distribution markets in the Americas, Europe, and Asia. The company owns or has investments in various properties and development projects comprised of 159.6 million square feet.

Officials at the companies said in January that the new entity will have assets owned and under management of roughly $46 billion and market capitalization or more than $24 billion. They added that this all-stock merger, with each ProLogis common share converted into 0.4464 of a newly-issued AMB common share, is expected to close during the second quarter, with the new company named ProLogis.

Roughly 40 percent of the company’s ownership is held by AMB shareholders, with 60 percent held by former ProLogis shareholders.

They added that the combined portfolios of these companies represents roughly 600 million square feet of “modern distribution facilities located in key gateway markets and logistics corridors in 22 countries,” with both companies having major portfolios in North America, Western Europe, and Japan, while ProLogis has a major presence in the United Kingdom and Central and Eastern Europe, and AMB having a major presence in China and Brazil.

“What is unique about this company is that it is a leader in the world of industrial real estate across many dimensions,” said Hamid R. Moghadam, AMB CEO, on a January conference call. “What is less obvious is that we are building the best customer franchise in the real estate industry. We are the only industrial real estate player that is going to be active on four continents and are clearly the leasing industrial developer around the globe, and we have a leading investment management franchise.”

The company’s headquarters will be in San Francisco upon completion of the deal, and it will have a major presence in Denver, where ProLogis is based, which will serve as the company’s global operational headquarters. Moghadam said that the new entity will result in roughly $80 million in annual savings by the second half of 2012.

“There are some compelling benefits to this combination,” said Walter C. Rakowich, ProLogis, CEO, on the call. “We will have a world-class platform with complimentary businesses in North America, Europe, and Japan and also China and Brazil. “The offerings that we expect to give to our customers will be second to none. And we are going to be in a great position to offer our private capital partners a wide range of industrial funds, both geographically and from an investment return perspective.

A company statement explained that Moghadam, AMB’s CEO, and Rakowich, ProLogis’ CEO, will serve as co-CEOs through December 31, 2012, at which time Rakowich will retire, and Moghadam will become sole CEO of the combined company.  Moghadam also will be Chairman of the Board of the combined company and will be primarily responsible for shaping the company’s vision, strategy and private capital franchise.

Rakowich will be principally responsible for operations, integration of the two platforms and optimizing the merger synergies. Until December 31, 2012, Rakowich also will serve as Chairman of the Board’s executive committee. The statement added that William E. Sullivan, current ProLogis CFO, will continue to serve as CFO and will retire from ProLogis on December 31, 2012, and during this period, Thomas S. Olinger, AMB’s current CFO, will be responsible for day-to-day integration activities and report to the CEOs; he will become the CFO of the combined company on December 31, 2012. 

A January Wall Street Journal report noted that in late 2008 ProLogis was dealing with debt problems and faced the possibility of bankruptcy. But citing a “quicker-than-expected rebound in the capital markets for commercial real estate,” it said that ProLogis was able to sell enough stock and assets over the last two years to avert that possibility.

What’s more the WSJ report pointed to the U.S. warehousing market showing some signs of life due to a pickup in global trade, but it cautioned that a difficult recovery is still likely, with the national availability rate for industrial real estate dropping 0.3 percentage points in the fourth quarter, according to CB Richard Ellis Group data.

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