Blackstone returns with increased cash takeover offer for Warehouse REIT

Blackstone has made an increased all-cash takeover offer of £489m (€567m) for Warehouse REIT, outbidding the £485.2m cash and share bid previously made by Tritax Big Box REIT (BBOX) for the UK-listed logistics warehouse investment trust peer.

Blackstone, which is securing a 10.49% stake in Warehouse REIT’s shares through its subsidiary, Wapping Holdings, said the cash takeover is conditional on receiving valid acceptances for more than 50% of the shares.

The private equity firm also said the independent directors of Warehouse REIT, who hold a collective 0.28% interest, have agreed to accept the increased offer. The deadline for shareholders to accept the offer is 8 September.

The board of Warehouse REIT initially urged its shareholders to take no action while it reviewed the latest offer. It has since withdrawn its recommendation for the BBOX offer and now unanimously recommends its shareholders to accept the increased Blackstone offer. 

Neil Kirton, chair of Warehouse REIT, said: “The Warehouse independent directors note the announcement of the Increased Blackstone offer on terms substantially in line with the possible offer announced by Blackstone on 25 March 2025. The Warehouse independent directors have carefully evaluated both offers, while remaining firmly focused on their fiduciary duties to Warehouse REIT shareholders.

“The increased Blackstone offer provides Warehouse REIT shareholders with a certain all-cash offer, at a premium to the BBOX Offer, which comprises a mixed consideration of new BBOX shares and cash, and the Warehouse Independent Directors now switch their recommendation in favour of the Increased Blackstone offer accordingly.”

FTSE 250-listed BBOX said it is considering its options and continues to believe that a combination of BBOX and Warehouse REIT, as set outlined in its cash and share acquisition announcement last month, represents a more compelling proposition for Warehouse shareholders.

BBOX’s £485.2m cash and share deal late last month prompted Warehouse REIT to withdraw its support for a previous Blackstone offer.

Earlier in June, Warehouse REIT initially agreed to a £470m bid by Blackstone, an offer that came after the private equity firm had already reduced its offer due to valuation issues identified during due diligence.

BBOX is the largest listed UK real estate investment trust that invests primarily in UK high-quality logistics warehouse assets and controls the largest logistics-focused development land platform in the UK. BBOX has a market capitalisation of approximately £3.7bn.

Warehouse REIT’s property portfolio was valued at £805.4m. Before the offer period began on 28 February 2025, its market value was around £350m.

This story has been updated to include Warehouse REIT’s new response, which withdraws its recommendation for the BBOX offer and now supports the increased Blackstone bid.

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