The boards of Tritax Big Box REIT (BBOX) and Warehouse REIT have agreed the terms of a £485.2m deal which will see BBOX acquire the entire issued and to be issued ordinary share capital of Warehouse REIT.
Under the terms of the deal, for each Warehouse REIT share held shareholders will receive 0.4236 new BBOX shares and 47.2p in cash.
In addition, Warehouse REIT shareholders will be entitled to receive and retain the quarterly dividend up to a maximum of 1.6p per Warehouse share expected to be paid on 25 July as well as retaining the quarterly dividend up to a maximum of 1.6p per Warehouse share expected to be paid on 6 October.
Based on BBOX’s closing share price of 150.6p on 24 June 2025, and assuming the payment to Warehouse shareholders of the July and October Dividend, the acquisition implies a total value of 114.2p for each Warehouse REIT share and represents a premium of 38.6%.
Following completion of the acquisition, Warehouse REIT shareholders would hold approximately 6.8% of the combined group’s issued share capital.
Earlier this month, US investment giant Blackstone agreed the terms of a £470m deal to acquire Warehouse REIT. The offer was below an earlier bid tabled by Blackstone in March. Blackstone submitted a revised bid for the business following its due diligence process, which questioned the valuation of Warehouse REIT’s development asset at Radway Green.
Aubrey Adams, chair of BBOX, said: “This transaction delivers value accretion to both BBOX and Warehouse 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.
“The Tritax manager is well placed to integrate the Warehouse portfolio, and capture the significant reversion, by bringing to bear its broad based and highly relevant asset management expertise, including in multi-let industrial logistics.
“As a board our conviction in complementing our leading big box portfolio with assets in the urban and last mile markets is driven by significant client demand for assets across the value chain. Shareholders in the combined group will benefit from strong risk adjusted returns, progressive dividends, and the upside opportunity provided by BBOX’s market leading development arm.”
Neil Kirton, chair of Warehouse REIT, added: “The board is pleased to be recommending the acquisition, which is not only at a higher level to the previous offer for the company, but which also provides Warehouse 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 shareholders. Warehouse 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 crystallise returns.”
