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Prologis to acquire Liberty Property for $12.6B

San Francisco-based logistics real estate investment trust Prologis has agreed to buy real-estate company Liberty Property Trust for $12.6 billion. The all-stock deal includes assumption of debt.

“Liberty’s logistics assets are highly complementary to our U.S. portfolio and this acquisition increases our holdings and growth potential in several key markets,” said Prologis chairman and CEO Hamid Moghadam.

As part of the agreement, Prologis said that it will divest approximately $3.5 billion of assets. These includes $2.8 billion worth of non-strategic assets as well as $700 million worth of office properties.

Liberty shareholders will receive 0.675 of a Prologis shares per Liberty share they own. The deal is subject to regulatory and shareholder approval. Closure of the transaction is expected in the first quarter of next year.

BofA Securities and Morgan Stanley served as financial advisers, while Wachtell, Lipton, Rosen & Katz provided legal advice to Prologis. Goldman Sachs and Citigroup acted as financial advisors to Liberty, and Morgan, Lewis and Bockius LLP served as legal adviser.

Meanwhile, activist investor Land & Buildings Investment Management has been pushing Liberty to consider an outright sale of the company.

Encouraged by the $20 billion of industrial assets acquired in the past, he noted that these transactions suggest that Liberty’s net asset value is more than $60 per share.

“As a result of this substantial discount and the high-quality industrial portfolio the company possesses, we believe the board should immediately undertake a robust review of strategic alternatives,” the investor said in July.


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