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Highlights:

  • Warehouse REIT directors switch support to Blackstone’s all-cash bid of 113.4p per share.
  • WHR Revised Blackstone proposal exceeds Tritax Big Box REIT’s mixed cash-share offer of 111.1p per share.
  • WHR Ownership Changes Begin with blackstone affiliate acquires over 10% of Warehouse REIT’s issued shares.

Warehouse REIT PLC (LSE:WHR) has announced that its independent directors now recommend an improved acquisition proposal from Wapping Bidco Ltd, an entity indirectly owned by funds advised by affiliates of Blackstone Inc. This follows a competing offer made last month by Tritax Big Box REIT PLC (BBOX).

The revised proposal from Bidco, termed the "Increased Blackstone Offer," values each Warehouse REIT share at 113.4 pence in cash. Including the 1.6 pence dividend expected on 25 July 2025 (the "Warehouse July Dividend"), the total value per share stands at 115.0 pence. This represents a 3.5% premium to the previously recommended BBOX cash and share offer, which valued each Warehouse share at 111.1 pence based on Tritax’s closing share price on 9 July 2025. The total transaction values Warehouse REIT at approximately GBP 615 million based on its issued share capital.

On 25 June 2025, BBOX had entered the bidding process with a mixed offer comprising 47.2 pence in cash and 0.4236 new BBOX shares per Warehouse REIT share. In addition to this consideration, BBOX shareholders would have been entitled to two dividends, one payable on 25 July and another expected in October 2025. However, Blackstone re-entered the process with a higher all-cash offer, prompting the Warehouse REIT board to re-evaluate its position. The directors, advised by Peel Hunt and Jefferies on the financial terms of both proposals, now consider the revised Blackstone offer to be fair and reasonable, especially given the certainty of an all-cash exit.

The initial Blackstone offer had been tabled on 4 June 2025 at 109 pence per share and labelled “final,” barring the emergence of a competing bid. The entrance of BBOX with its mixed offer activated Blackstone’s right to revise its proposal, resulting in the increased offer announced on 10 July.

Bidco now intends to acquire Warehouse REIT through a takeover offer under Section 974 of the UK Companies Act, rather than via a scheme of arrangement. The offer will become unconditional upon receiving acceptances from shareholders representing over 50% of Warehouse’s issued shares. In a further move to consolidate its position, Wapping Holdings Ltd, a Blackstone affiliate, has agreed to acquire 44,581,867 Warehouse shares representing approximately 10.49% of the company at the revised offer price of 113.4 pence.

The Warehouse REIT board had initially recommended the Blackstone offer before switching its support to the BBOX offer on 25 June. With the revised Blackstone terms now in place, the board has once again changed its stance and urges shareholders to accept the latest bid.

Chair Neil Kirton stated that the decision was based on a clear assessment of both offers. The revised Blackstone proposal, he noted, delivers full cash consideration at a premium to the Tritax offer, providing certainty of value to shareholders. Shareholders now await the publication of the formal offer document from Bidco and further details on how to accept the offer, expected in the coming weeks.

Warehouse REIT, a UK-based logistics real estate investment trust, focuses on urban and last-mile warehouse assets. Its board has been actively managing shareholder interests amid a competitive bidding scenario that reflects continued investor interest in logistics real estate.

The shares were trading at 0.087% lower at GBX 115.30 per share on 11 July 2025.