Simplify Exchang (NYSE:CDX)
Historical Stock Chart
From Jul 2019 to Jul 2024
ProLogis to Acquire Catellus in $4.9 Billion Transaction
Combination of Companies Will Create an Unparalleled Industry Leader with Over
350 Million Square Feet of Distribution Space Worldwide and Land Positions to
Support $6.9 Billion of Potential Development
DENVER and SAN FRANCISCO, June 6 /PRNewswire-FirstCall/ -- ProLogis
(NYSE:PLD), a leading global provider of distribution facilities and services,
and Catellus Development Corporation (NYSE:CDX), a leading real estate
development company, announced today that their boards have unanimously
approved a definitive merger agreement under which ProLogis will acquire all of
the outstanding common stock of Catellus for a total consideration of
approximately $4.9 billion, including assumed liabilities and transaction
costs.
The combined company will offer the world's largest network of distribution
facilities and services, with over 350 million square feet in over 2,250
facilities owned, managed and under development in 75 markets in North America,
Europe and Asia, as well as unparalleled land positions, supporting more than
100 million buildable square feet of potential development across its global
markets.
Under the terms of the agreement, Catellus stockholders will be able to elect
to receive either $33.81 per share in cash or 0.822 of a ProLogis common share
for every share of Catellus, representing a premium of 16.1% over the closing
price of Catellus shares on Friday, June 3, 2005. Under the terms of the
agreement, 65% of the Catellus shares will be exchanged for ProLogis common
shares and 35% of the Catellus shares will be exchanged for cash. As a result,
Catellus stockholder elections will be prorated such that the merger
consideration is fixed at 56.7 million ProLogis shares and $1.255 billion in
cash, or $11.83 per Catellus share. The stock component of the consideration
is expected to be tax-free to Catellus stockholders.
The transaction is expected to be accretive to ProLogis' estimated 2006 Funds
From Operations by approximately 3% to 5%. Among the key accretion drivers are
ProLogis' integration of Catellus' development operations into ProLogis' fund
management business, as well as significant cost savings in general and
administrative expenses.
Jeffrey H. Schwartz, ProLogis chief executive officer, said, "This transaction
dramatically changes the landscape of the U.S. industrial real estate market by
consolidating two of the largest industrial property developers in North
America. The addition of Ted Antenucci, president of Catellus Commercial
Development, and his team of experienced development professionals will enhance
ProLogis' North American development capabilities and, in turn, our growth
potential and shareholder value.
"The transaction also supports strong development growth with Catellus' quality
land bank, including almost 30 million buildable square feet in the top six
distribution markets. In the U.S., Catellus' operating portfolio is a strong
complement to our properties, being quite new with an average age of only 7.2
years and situated in outstanding locations in the premier distribution
markets. As we integrate this acquisition, we will also continue to execute
and build upon the international aspects of our strategy that position ProLogis
to capitalize on the rapid growth in distribution opportunities worldwide," Mr.
Schwartz concluded.
Walter C. Rakowich, ProLogis president and chief operating officer, said,
"Catellus' significant presence in high-growth markets, strong occupancy
levels, additional land and development capabilities, coupled with more rapid
growth in our fund business, will accelerate ProLogis' future earnings growth.
By increasing the size and quality of our direct-owned pool of industrial
properties, we create substantially more flexibility, enabling us to support
further growth in our global development and fund business."
Strong customer synergies also are expected to drive ProLogis' continued
expansion. Catellus customers tend to be large companies seeking newer,
functional distribution centers, consistent with ProLogis' targeted Focus 500
customers.
Nelson C. Rising, Catellus' chairman and chief executive officer, said, "This
transaction achieves all of our financial and business objectives and provides
our shareholders with the potential for strong future appreciation. We believe
this is an excellent way for our shareholders to realize the value of the
platform we have built and to participate in the future growth of ProLogis as
it expands its position as the premier global provider of distribution
facilities. We look forward to working alongside the outstanding management
team and professionals at ProLogis to accomplish our overarching goal of
providing extraordinary value to our customers and to our shareholders."
Ted Antenucci commented, "I am very pleased to be joining ProLogis to further
build upon our market-leading position in industrial development. As well, we
look forward to continuing several significant Catellus land development
projects underway, including the redevelopment of the Robert Mueller Airport in
Austin, Texas; Pacific Commons in Fremont, California; Los Angles Air Force
Base; and Enterprise Landing in Alameda, California. Further, the financial
strength of the combined companies will allow us to expand these development
activities, capitalizing on Catellus' track record of enhancing shareholder
value by applying its broad set of development skills to additional, similar,
high-value opportunities, including military base closure redevelopments."
Management and Governance
Following the closing of the transaction, Ted Antenucci will be named as
President, Global Development for ProLogis. The board of the combined company
will include twelve ProLogis members, in addition to Nelson Rising and one
other Catellus board member to be designated prior to completing the
transaction.
The merger with Catellus is subject to Catellus and ProLogis shareholder
approval, as well as regulatory approvals and satisfaction of other customary
closing conditions. The transaction is expected to be completed by the end of
2005.
Banc of America Securities acted as financial advisor and Mayer, Brown, Rowe &
Maw LLP acted as legal counsel to ProLogis. Morgan Stanley acted as financial
advisor and O'Melveny & Myers LLP acted as legal counsel to Catellus.
About ProLogis
ProLogis is a leading provider of distribution facilities and services with
310.8 million square feet (28.9 million square meters) in 2,043 distribution
facilities owned, managed and under development in 75 markets in North America,
Europe and Asia. ProLogis continues to expand the industry's first and largest
global network of distribution facilities with the objective of building
shareholder value. The company expects to achieve this through the ProLogis
Operating System(R) and its commitment to be 'The Global Distribution Solution'
for its customers, providing exceptional facilities and services to meet their
expansion and reconfiguration needs.
About Catellus
Catellus Development Corporation is a publicly traded real estate development
company that began operating as a real estate investment trust effective
January 1, 2004. The company owns and operates approximately 40.6 million
square feet of predominantly industrial property in many of the country's major
distribution centers and transportation corridors. Catellus' principal
objective is sustainable, long-term growth in shareholder value, which it seeks
to achieve by applying its strategic resources: a lower- risk/higher-return
rental portfolio, a focus on expanding that portfolio through development, and
the deployment of its proven land development skills to select opportunities
where it can generate profits to recycle back into its core business.
Conference Call and Webcast
ProLogis and Catellus will host a webcast and conference call with senior
management to discuss the transaction on Monday, June 6, 2005, at 8:30 am
Eastern Time. Interested parties are encouraged to access the live webcast by
clicking the microphone icon located near the top of the opening page on the
ProLogis website, http://ir.prologis.com/. Interested parties also can
participate in the conference call domestically by dialing (800) 946-0741 or
internationally by dialing (719) 457-2649. Copies of the presentation related
to the transaction webcast will be available from ProLogis' website at
http://ir.prologis.com/ or at Catellus' website at http://www.catellus.com/.
The presentation related to the conference call also will be available on the
SEC's website at http://www.sec.gov/.
Replay Information
A replay of the conference call and webcast will be available after 10:30 am
Eastern Time on Monday, June 6, 2005, through midnight Eastern Time on
Thursday, June 30, 2005. For the replay, please dial (888) 203-1112
domestically or (719) 457-0820 internationally and enter the passcode 8114638.
The webcast replay will be available in the "Presentations & Webcasts" section
on the ProLogis website. A transcript of the call also will be available until
June 30, 2005 in the "Presentations & Webcasts" section on the ProLogis
website.
NOTE TO INVESTORS
ProLogis and Catellus will file a proxy statement/prospectus and other
documents regarding the proposed merger described in this communication with
the Securities and Exchange Commission. Investors and security holders are
urged to read the proxy statement/prospectus when it becomes available, because
it will contain important information about ProLogis and Catellus and the
proposed merger. A definitive proxy statement/prospectus will be sent to
security holders of ProLogis and Catellus seeking their approval of the
transaction. Investors and security holders may obtain a free copy of the
definitive proxy statement/prospectus (when available) and other documents
filed by ProLogis and Catellus with the SEC at the SEC's website at
http://www.sec.gov/. The definitive proxy statement/prospectus and other
relevant documents may also be obtained free of cost by directing a request to
ProLogis, 14100 E. 35th Place, Aurora, Colorado, 80011, attention Investor
Relations (telephone 303-576-2690) or Catellus Development Corporation, 201
Mission Street, 2nd Floor, San Francisco, California, 94105, attention Investor
Relations (telephone 415-974-3781).
ProLogis and Catellus and their respective directors and executive officers may
be deemed to be participants in the solicitation of proxies from the
shareholders of ProLogis and Catellus in connection with the merger.
Information about ProLogis and Catellus and their respective directors and
officers can be found in the companies' respective Proxy Statements and Annual
Reports on Form 10-K filed with the SEC. Additional information regarding the
interests of those persons may be obtained by reading the proxy
statement/prospectus when it becomes available.
Forward-Looking Statements
This communication shall not constitute an offer to sell or the solicitation of
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.
In addition to historical information, this press release contains
forward-looking statements under the federal securities laws. Because these
statements are based on current expectations, estimates and projections about
the industry and markets in which ProLogis and Catellus operate, management's
beliefs and assumptions made by management, they involve uncertainties that
could significantly impact financial results. Forward-looking statements are
not guarantees of future performance, involve certain risks, uncertainties and
assumptions that are difficult to predict. Actual operating results may be
affected by changes in general economic conditions; increased or unanticipated
competitive market conditions; changes in financial markets, interest rate and
foreign currency exchange rates that could adversely affect cost of capital,
ability to meet financing needs and obligations and results of operations; the
availability of private capital; geopolitical concerns and uncertainties and
therefore, may differ materially from what is expressed or forecasted in this
press release. For a discussion of factors that could affect financial
condition and results of operations, refer to "Item 7. Management's Discussion
and Analysis of Financial Condition and Results of Operations - Risk Factors"
in ProLogis' Annual Report on Form 10-K/A #1 and Catellus' Annual Report on
Form 10-K for the year ended December 31, 2004.
DATASOURCE: ProLogis; Catellus Development Corporation
CONTACT: For ProLogis - Investor Relations, Melissa Marsden,
+1-303-576-2622, , Media - Rick Roth, +1-303-576-2641,
, or Financial Media - Suzanne Dawson, +1-212-329-1420,
; or For Catellus - Investor Relations and Media,
Margan Mitchell, +1-415-974-4616,
Web site: http://www.prologis.com/
http://ir.prologis.com/
http://www.catellus.com/