Tritax Big Box REIT (BBOX) is acquiring smaller rival Warehouse REIT in a 拢485.2m (鈧569.4m) share and cash deal, prompting the smaller UK-listed logistics warehouse investment trust to withdraw its support for a previous Blackstone offer.
The FTSE 250-listed firm is offering Warehouse REIT shareholders 0.4236 new BBOX shares and 47.2p in cash, along with a retained quarterly dividend, a deal that represents a 5.2p or 4.8% premium to Blackstone鈥檚 109p offer.
Earlier this month, Warehouse REIT initially agreed to a 拢470尘 bid by Blackstone, an offer that came after the investment firm had already reduced its offer due to valuation issues identified during due diligence.
Warehouse REIT鈥檚 board said it has now withdrawn its support for the Blackstone offer, and now unanimously recommends that its shareholders back the BBOX deal, which is being made via a court-sanctioned scheme and a proposed resolution.
BBOX is the largest listed UK real estate investment trust that invests primarily in UK high-quality logistics warehouse assets and controls the largest logistics-focused development land platform in the UK. BBOX has a market capitalisation of approximately 拢3.7bn.
Warehouse REIT鈥檚 property portfolio was valued at 拢805.4m. Before the offer period began on 28 February 2025, its market value was around 拢350m.
Aubrey Adams, the chair of BBOX, said: 鈥淭his transaction delivers value accretion to both BBOX and Warehouse REIT shareholders driven by immediate cost synergies, rental reversion and strong structural drivers supporting valuation and income growth in urban and big box logistics.
鈥淭he board of BBOX is delighted to be able to offer Warehouse shareholders the opportunity to be invested in the upside potential of the UK鈥檚 leading listed logistics real estate portfolio, whilst also providing the certainty of a partial cash offer.鈥
Neil Kirton, the chair of Warehouse REIT, said: 鈥淭he board is pleased to be recommending the acquisition [by BBOX], which is not only at a higher level to the previous offer for the company, but which also provides Warehouse REIT shareholders with the opportunity to retain both the Warehouse Q4 and Q1 dividends and remain invested in this attractive asset class.
鈥淭he strategic rationale for the acquisition is very clear and having engaged closely with the BBOX team, we are confident in their ability to deliver value from this combination and to generate enhanced earnings and dividends for both BBOX and Warehouse REIT shareholders. Warehouse REIT shareholders will further benefit from the increased liquidity that comes from being invested in a larger company, providing them with greater optionality over when to crystalise returns.鈥
Offeror | Offer Type | Value | Date/Context | Warehouse REIT鈥檚 Stance |
---|---|---|---|---|
Tritax Big Box REIT | Share and cash deal | 拢485.2m (鈧569.4m) | June 2025 (current) | Unanimously Recommended, replacing Blackstone offer. shareholders receive 0.4236 BBOX shares + 47.2p cash + retained quarterly dividend |
Blackstone | Revised final indicative proposal (Cash) | 109p per share (110.6p inc. dividend) | 19 May 2025 | Warehouse REIT board refuted due diligence findings but Blackstone reconfirmed willingness to proceed at this price. |
Blackstone | Agreed recommended acquisition (Cash) | 拢470尘 | Earlier June 2025 | Warehouse REIT initially agreed to terms after Blackstone lowered offer due to due diligence issues |
Blackstone | Fifth proposal (Cash + interim dividend) | 115p per share | 25 March 2025 | Warehouse REIT board was 鈥渕inded to recommend鈥 this offer, allowed confirmatory due diligence |
Blackstone | Raised due diligence issues | N/A | 6 May 2025 | Stated it was not in a position to proceed with the 115p offer due to due diligence concerns |
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