Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
April 30 2018 - 5:31AM
Edgar (US Regulatory)
Filed by Prologis, Inc. (SEC File
No. 001-13545)
Pursuant to Rules 425 under the Securities Act of 1933, as amended
and deemed filed pursuant to Rule
14a-12
under
the Securities Exchange Act of 1934 as amended.
Subject Company: DCT Industrial Trust Inc.
Commission File
No. 001-33201
From:
Moghadam, Hamid
Sent:
Sunday,
April 29, 2018 2:11 PM
To:
DL-Prologis-All-Global
Subject:
DCT Transaction
Dear Colleagues,
I am excited to share with you today that we have just announced the acquisition of DCT Industrial Trust. You can read more about the transaction in the
attached press release.
This deal is all about strategic fit and scale. I have long considered DCTs portfolio to be the most complementary to our
own, and this transaction presented a rare opportunity to acquire one of the highest-quality industrial portfolios in the U.S. In buying DCT, we will deepen our presence in our global and regional markets. Well also have more ways to work with
existing customers while adding about 500 new relationships to our roster.
Because DCT adds to our scale and global reach, were also creating
additional opportunities for our 5D
initiatives. We want to make sure everyone understands our unique ability to make real estate more valuable when it becomes part of our platform. Over time, the acquisition of DCT will help us highlight
that point.
Youll hear more from me as we move toward the deal close, which is expected in the third quarter of 2018. Were hosting a call for
investors tomorrow at 6:00 a.m. PT/7:00 a.m. MT with DCT CEO Phil Hawkins please listen to the webcast if you can. In addition, Ed, Gene and Larry will host a meeting/call in the Denver office tomorrow at 1:30 p.m. MT to discuss this
transaction in more detail and answer your questions. An invite for this event will be forthcoming. Please make sure you gather together with your office colleagues because there will be a limited number of lines for this call.
With respect to personnel decisions, we expect to add colleagues in some locations in the field to operate the expanded portfolio and will look to DCT
personnel and others to fill these new positions as well as our existing open positions. With respect to Prologis, it will be business as usual. Were committed to keeping all employees
up-to-date
during the acquisition process, but should you have any further questions or concerns, please reach out to Executive Committee members or your regional leadership teams.
Todays announcement represents yet another step in achieving our vision of enduring excellence. Lets keep working together to make that vision
more of a reality every day.
Hamid
Additional Information
In connection with the proposed transaction, Prologis will file a registration statement on Form
S-4,
which will
include a document that serves as a prospectus of Prologis and a proxy statement of DCT (the proxy statement/prospectus), and each party will file other documents regarding the proposed transaction with the SEC. INVESTORS AND SECURITY
HOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. A definitive proxy statement/prospectus will be sent to DCTs
shareholders. Investors and security holders will be able to obtain the registration statement and the proxy statement/prospectus free of charge from the SECs website or from Prologis or DCT. The documents filed by Prologis with the SEC may be
obtained free of charge at Prologis website at the Investor Relations section of
www.prologis.com
or at the SECs website at
www.sec.gov
. These documents may also be obtained free of charge from Prologis by requesting them
from Investor Relations by mail at Pier 1, Bay 1, San Francisco, CA 94111 or by telephone at
415-394-9000.
The documents filed by DCT with the SEC may be obtained free
of charge at DCTs website at the Investor Relations section of
www.DCT.com
or at the SECs website at
www.sec.gov
. These documents may also be obtained free of charge from DCT by requesting them by mail from Investor
Relations, 555 17
th
Street, Suite 3700, Denver, CO 80202, or by telephone at
303-597-1550.
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