Argan (ARG) M&A announcement summary

Deal rationale and strategic fit

• The merger creates a €13 billion European logistics real estate platform, spanning eight countries with over €700 million annualized rental income and ~13 million m² of logistics space, positioning the group as a top-3 European logistics player and the largest listed Western European logistics real estate platform.

• Combines complementary strengths: ARGAN's leadership and brand in France with WDP's European reach and financial capacity, supporting integrated supply chain solutions and cross-selling opportunities.

• Accelerates growth ambitions, expanding into Germany, Italy, and Spain, and reinforces long-term strategic targets.

• Both companies share entrepreneurial DNA, long-term vision, and are anchored by family shareholders, emphasizing robust fundamentals and disciplined growth.

• Enhances client offering with cross-border solutions and a resilient, diversified tenant base focused on food and daily goods.

Financial terms and conditions

• The transaction is an all-share cross-border merger: ARGAN shareholders receive 3 newly issued WDP shares per ARGAN share, plus a proposed €11/share exceptional distribution prior to completion.

• Implied valuation of €79.22 per ARGAN share, representing a 21% premium to spot price and 28% to 1M VWAP.

• ARGAN shareholders voting against the merger are offered a cash exit right at €71.10 per share, adjusted for the exceptional distribution.

• The merger is subject to approval by both companies' EGMs, regulatory and tax rulings, and has unanimous board support with voting commitments from ~52% of ARGAN and ~19% of WDP shareholders.

• The deal factors in exceptional dividends and disposals of around €250 million at the group level by the end of next year.

Synergies and expected cost savings

• Identified annual synergies of €10 million, mainly from cost of debt optimization and operational efficiencies, to be delivered within 12 months.

• Expected +3% EPRA EPS accretion and +7% EPRA NTA accretion from the first year of full operation (2028), including cost synergies and €250 million of disposals.

• Combined self-funding capacity of €700 million per annum supports development-led growth.

• Larger balance sheet and higher credit rating (A3/BBB+) enable better refinancing terms and lower cost of debt.

• Portfolio rotation and asset disposals targeted at 1–2% of the portfolio per year to drive value.