Warehouses De Pauw (WDP) M&A announcement summary

Deal rationale and strategic fit

• Merger creates a €13bn pan-European logistics platform, targeting top-3 sector status and leveraging ARGAN's French leadership with WDP's Benelux and European reach.

• Strategic focus on cross-border supply chain solutions, expansion into Germany, Italy, and Spain, and enhanced tenant cross-selling.

• Both companies share a client-centric, entrepreneurial, and long-term growth philosophy with high ESG standards.

• The merger aims to maintain entrepreneurial and family-led cultures, with board representation from both companies and key shareholders.

• The deal is positioned as a logical next step in growth strategies, creating a pan-European logistics platform.

Financial terms and conditions

• ARGAN shareholders receive 3 WDP shares per ARGAN share and an exceptional €11/share distribution prior to completion.

• Implied ARGAN share valuation of €79.22, representing a 21% premium to spot price and up to 30% premium to recent averages.

• Shareholders voting against the merger can exercise a cash exit right at €71.10 per share, adjusted for the exceptional distribution.

• No MAC clause or financing condition; key documents signed and completion targeted for Q1 2027.

• EUR 250 million of asset disposals are planned, expected to be completed by the end of the next quarter at current valuations.

Synergies and expected cost savings

• €10m in annual synergies expected within 12 months, mainly from cost of debt optimization and operational efficiencies.

• Operational synergies include G&A savings, with some questions about financing synergies due to ARGAN's low-cost debt.

• Combined pipeline of €960m in execution and 3.2m m² buildable landbank for development-led growth.

• Accelerated development, enhanced cross-selling, and increased self-financing capacity expected to support future growth.