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May 24, 2022
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Prologis Proposes to Acquire Duke Realty in All-Stock Transaction

5/13/22

Logistics real estate giant Prologis Inc has proposed to buy Duke Realty Corporation in an all-stock transaction. Prologis communicated their interest to Duke through a letter sent to James B. Connor, Chairman and Chief Executive Officer of Duke Realty Corporation.

Under the terms of the proposal, Duke Realty stockholders would receive 0.466 shares of Prologis common stock for each share of Duke Realty common stock they own. Prologis' proposal is valued at $61.68 per Duke Realty share, based on Prologis' closing price on May 9, 2022, and represents a premium of 29% to Duke Realty's closing price on the same date.

"We are confident that the proposed combination will be a win-win for our respective shareholders," said Prologis CEO and co-founder Hamid R. Moghadam. "Prologis has a proven track record serving as a leader and innovator in our industry. We are known for providing exceptional service to customers and delivering superior value for our shareholders, including the shareholders of companies we have merged with or acquired in the past. We have no doubt that Duke Realty's shareholders would similarly benefit from long-term value created by the combination of our companies."

Following personal dialogue between the executive teams, Prologis first sent a letter to Duke Realty on November 29, 2021 regarding a potential transaction at an exchange ratio of 0.465, representing a 20% premium to Duke Realty's stock price at the time. Over the past five months, Duke Realty has not substantively engaged while the implied premium of Prologis offer has steadily increased. On May 3, 2022, Prologis modestly increased the proposed exchange ratio – representing a 34% premium to Duke Realty's stock price at the time– in a final attempt to engage privately to reach agreement on a mutually beneficial transaction. Duke Realty rejected the Prologis proposal that same evening.




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