Filed by ProLogis
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: ProLogis
Commission File No. 1-12846
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Dividend Reinvestment and Stock Purchase Plan Participants |
Ladies and Gentlemen:
On January 31, 2011, ProLogis announced it had entered into a definitive agreement to
combine through a merger of equals with AMB Property Corporation. This merger will create
the pre-eminent global owner, operator and developer of industrial real estate. As a
shareholder, you will receive additional information on this transaction in the form of a
joint proxy statement/prospectus to be mailed to you at a later date.
In connection with the proposed merger, effective immediately and until further notice, all
elements of the ProLogis 1999 Dividend Reinvestment and Share Purchase Plan have been
suspended. As a result, shareholders who had elected to reinvest dividends will instead
receive a cash payment on those shares going forward.
If you have questions regarding this notice, please contact Computershare Trust Company,
N.A., the Plan Administrator, at 800-519-3111.
Very truly yours,
ProLogis
Robbin Lee
Vice President, Investor Relations
Please see reverse side for additional information
Additional Information about the Proposed Transaction and Where to Find It:
In connection with the proposed transaction, AMB expects to file with the SEC a registration
statement on Form S-4 that will include a joint proxy statement of ProLogis and AMB that also
constitutes a prospectus of AMB. ProLogis and AMB also plan to file other relevant documents with
the SEC regarding the proposed transaction. INVESTORS are urged to read the JOINT proxy
statement/prospectus AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND when THEY become
available, because THEY will contain important information. You may obtain a free copy of the
joint proxy statement/prospectus (if and when it becomes available) and other relevant documents
filed by ProLogis and AMB with the SEC at the SEC’s website at www.sec.gov. Copies of the
documents filed by ProLogis with the SEC will be available free of charge on ProLogis’ website at
www.prologis.com or by contacting ProLogis Investor Relations at
+1-303-567-5690. Copies of the documents filed by AMB with the SEC will be available free of
charge on AMB’s website at www.amb.com or by contacting AMB Investor Relations at +1-415-394-9000.
AMB and ProLogis and their respective directors and executive officers and other members of
management and employees may be deemed to be participants in the solicitation of proxies in respect
of the proposed transaction. You can find information about AMB’s executive officers and directors
in AMB’s definitive proxy statement filed with the SEC on March 24, 2010. You can find information
about ProLogis’ executive officers and directors in ProLogis’ definitive proxy statement filed with
the SEC on March 30, 2010. Additional information regarding the interests of such potential
participants will be included in the joint proxy statement/prospectus and other relevant documents
filed with the SEC if and when they become available. You may obtain free copies of these documents
from AMB or ProLogis using the sources indicated above.
This document shall not constitute an offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.