Tritax Big Box REIT (BBOX) is acquiring smaller rival Warehouse REIT in a £485.2m (€569.4m) share and cash deal, prompting the smaller UK-listed logistics warehouse investment trust to withdraw its support for a previous Blackstone offer.
The FTSE 250-listed firm is offering Warehouse REIT shareholders 0.4236 new BBOX shares and 47.2p in cash, along with a retained quarterly dividend, a deal that represents a 5.2p or 4.8% premium to Blackstone’s 109p offer.
Earlier this month, Warehouse REIT initially agreed to a £470m bid by Blackstone, an offer that came after the investment firm had already reduced its offer due to valuation issues identified during due diligence.
Warehouse REIT’s board said it has now withdrawn its support for the Blackstone offer, and now unanimously recommends that its shareholders back the BBOX deal, which is being made via a court-sanctioned scheme and a proposed resolution.
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.
Aubrey Adams, the chair of BBOX, said: “This transaction delivers value accretion to both BBOX and Warehouse REIT shareholders driven by immediate cost synergies, rental reversion and strong structural drivers supporting valuation and income growth in urban and big box logistics.
“The board of BBOX is delighted to be able to offer Warehouse shareholders the opportunity to be invested in the upside potential of the UK’s leading listed logistics real estate portfolio, whilst also providing the certainty of a partial cash offer.”
Neil Kirton, the chair of Warehouse REIT, said: “The board is pleased to be recommending the acquisition [by BBOX], which is not only at a higher level to the previous offer for the company, but which also provides Warehouse REIT shareholders with the opportunity to retain both the Warehouse Q4 and Q1 dividends and remain invested in this attractive asset class.
“The strategic rationale for the acquisition is very clear and having engaged closely with the BBOX team, we are confident in their ability to deliver value from this combination and to generate enhanced earnings and dividends for both BBOX and Warehouse REIT shareholders. Warehouse REIT shareholders will further benefit from the increased liquidity that comes from being invested in a larger company, providing them with greater optionality over when to crystalise returns.”
| Offeror | Offer Type | Value | Date/Context | Warehouse REIT’s Stance |
|---|---|---|---|---|
| Tritax Big Box REIT | Share and cash deal | £485.2m (€569.4m) | June 2025 (current) | Unanimously Recommended, replacing Blackstone offer. shareholders receive 0.4236 BBOX shares + 47.2p cash + retained quarterly dividend |
| Blackstone | Revised final indicative proposal (Cash) | 109p per share (110.6p inc. dividend) | 19 May 2025 | Warehouse REIT board refuted due diligence findings but Blackstone reconfirmed willingness to proceed at this price. |
| Blackstone | Agreed recommended acquisition (Cash) | £470m | Earlier June 2025 | Warehouse REIT initially agreed to terms after Blackstone lowered offer due to due diligence issues |
| Blackstone | Fifth proposal (Cash + interim dividend) | 115p per share | 25 March 2025 | Warehouse REIT board was “minded to recommend” this offer, allowed confirmatory due diligence |
| Blackstone | Raised due diligence issues | N/A | 6 May 2025 | Stated it was not in a position to proceed with the 115p offer due to due diligence concerns |
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