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Highlights

  • Tritax Big Box will not increase its cash and share offer for Warehouse REIT, confirming the BBOX Offer is now final.

  • The Takeover Panel had set an auction process between BBOX and Wapping Bidco to run from 26 August 2025, but BBOX has withdrawn from raising terms further.

  • BBOX Board reiterated its focus on disciplined capital allocation and assessing M&A opportunities alongside organic growth initiatives.

Tritax Big Box REIT PLC (LSE:BBOX) has announced that it will not be increasing the financial terms of its recommended cash and share offer (“BBOX Offer”) for Warehouse REIT PLC (“Warehouse”). The confirmation follows the competitive bid process with Wapping Bidco Ltd (“Wapping Bidco”), which had previously increased its offer and switched to a contractual offer in July 2025.

The decision makes the BBOX Offer final and removes the company from the auction procedure set by the Takeover Panel in accordance with the Takeover Code.

Background to Competing Offers

BBOX originally announced its recommended offer for Warehouse on 25 June 2025. However, on 10 July 2025, Wapping Bidco published an increased cash offer and formally switched to a contractual offer structure. Following this, on 11 July 2025, Warehouse’s Independent Directors changed their recommendation from the BBOX Offer to the Wapping Bidco Offer.

On 1 August 2025, the Takeover Panel issued Statement 2025/11, outlining that under the Code, the final date for either BBOX or Wapping Bidco to revise their offers would be 25 August 2025, unless the Panel Executive consented otherwise. Subsequently, on 19 August 2025, the Panel published details of the auction procedure, scheduled to begin on 26 August 2025, to determine the outcome of the competitive situation.

Final Position of BBOX

BBOX has now confirmed that it will not be revising its offer terms. The company noted that while it continues to believe in the strategic rationale for combining the two businesses, raising the financial terms further would not be in the best interests of its shareholders.

In its announcement, BBOX reiterated its focus on maintaining capital discipline. As highlighted during its half-year report on 6 August 2025, the Board remains committed to evaluating merger and acquisition opportunities alongside its organic growth initiatives to ensure efficient allocation of capital.

Strategic Outlook

The BBOX Offer, now final, reflects the company’s position in balancing growth opportunities with shareholder value considerations. While the Board emphasised that the proposed combination with Warehouse would have delivered strategic benefits to both sets of shareholders, it maintained that it will not compromise capital discipline in pursuit of the transaction.

The outcome of the ongoing auction procedure between BBOX and Wapping Bidco will ultimately determine the future ownership of Warehouse REIT.