Argan (ARG) M&A announcement summary

Deal rationale and strategic fit

• The merger creates a €13 billion European logistics 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 targets such as #BLEND & EXTEND2030.

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

• Shared entrepreneurial DNA and long-term vision, with both companies anchored by family shareholders and a disciplined approach to growth.

Financial terms and conditions

• All-share cross-border merger: ARGAN shareholders receive 3 newly issued WDP shares per ARGAN share, plus a proposed €11/share exceptional distribution, for a total implied valuation of €79.22 per ARGAN share, representing a 21% premium to the closing share 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 agreement is subject to approval by both companies' EGMs, regulatory and tax rulings, and includes unanimous board support and voting commitments from ~52% of ARGAN and ~19% of WDP shareholders.

• Transaction structure is a friendly cross-border merger with no MAC clause or financing condition.

• Exceptional dividends and disposals of €250 million are factored into the pro forma financials, impacting LTV by 1%.

Synergies and expected cost savings

• €10 million in annual synergies are expected within 12 months, mainly from cost of debt optimization and some operating efficiencies.

• 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.

• Synergies will be realized gradually, with limited impact in 2027 and full accretion (+2%) expected in 2028.

• Combined self-funding capacity of €700 million per annum supports development-led growth and the ability to double current development run rates.

• Accelerated development, enhanced cross-selling, energy solutions deployment, and increased self-financing capacity.