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0000950123-11-006932.txt : 201101310000950123-11-006932.hdr.sgml : 2011013120110131082543ACCESSION NUMBER:0000950123-11-006932CONFORMED SUBMISSION TYPE:DEFA14APUBLIC DOCUMENT COUNT:24FILED AS OF DATE:20110131DATE AS OF CHANGE:20110131EFFECTIVENESS DATE:20110131

FILER:

COMPANY DATA:COMPANY CONFORMED NAME:PROLOGISCENTRAL INDEX KEY:0000899881STANDARD INDUSTRIAL CLASSIFICATION:REAL ESTATE INVESTMENT TRUSTS [6798]IRS NUMBER:742604728STATE OF INCORPORATION:MDFISCAL YEAR END:1231

FILING VALUES:FORM TYPE:DEFA14ASEC ACT:1934 ActSEC FILE NUMBER:001-12846FILM NUMBER:11557585

BUSINESS ADDRESS:STREET 1:4545 AIRPORT WAYCITY:DENVERSTATE:COZIP:80239BUSINESS PHONE:3033759292

MAIL ADDRESS:STREET 1:4545 AIRPORT WAYCITY:DENVERSTATE:COZIP:80239

FORMER COMPANY:FORMER CONFORMED NAME:PROLOGIS TRUSTDATE OF NAME CHANGE:19980717

FORMER COMPANY:FORMER CONFORMED NAME:SECURITY CAPITAL INDUSTRIAL TRUSTDATE OF NAME CHANGE:19931228

DEFA14A1d79343e8vk.htmFORM 8-K

e8vk

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORTPursuant to Section13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January30, 2011

PROLOGIS

(Exact name of registrant as specified in charter)

Maryland
(State or other jurisdiction
of Incorporation)

1-12846
(Commission File Number)

74-2604728
(I.R.S. Employer Identification
No.)

4545 Airport Way, Denver, Colorado

80239

(Address of Principal Executive Offices)

(Zip Code)

Registrants Telephone Number, including Area Code: (303)567-5000

N/A
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy thefiling obligation of the registrant under any of the following provisions (see General InstructionA.2. below):

Written communications pursuant to Rule425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17CFR 240.13e-4(c))

Item 8.01. Other Events.

On January31, 2011, ProLogis issued a joint press release with AMB Property Corporation (AMB)announcing the execution of an Agreement and Plan of Merger, dated as of January30, 2011. A copyof the joint press release is attached hereto as Exhibit99.1. In addition, ProLogis and AMB willbe providing supplemental information regarding the proposed transaction in connection with apresentation to analysts and investors. The slides to be used in connection with this analyst andinvestor presentation are attached hereto as Exhibit99.2.

The information required by Item1.01, including a copy of the Agreement and Plan of Merger, willbe filed in a separate Current Report on Form 8-K.

Cautionary Statement Regarding Forward-Looking Statements

In addition to historical information, this document contains forward-looking statements within themeaning of Section27A of the U.S. Securities Act of 1933, as amended, and Section21E of the U.S.Securities Exchange Act of 1934, as amended. These forward-looking statements, which are based oncurrent expectations, estimates and projections about the industry and markets in which ProLogisand AMB operate and beliefs of and assumptions made by ProLogis management and AMB management,involve uncertainties that could significantly affect the financial results of ProLogis or AMB orthe combined company. Words such as expects, anticipates, intends, plans, believes,seeks, estimates, variations of such words and similar expressions are intended to identifysuch forward-looking statements, which generally are not historical in nature. Suchforward-looking statements include, but are not limited to, statements about the benefits of thebusiness combination transaction involving ProLogis and AMB, including future financial andoperating results, the combined companys plans, objectives, expectations and intentions. Allstatements that address operating performance, events or developments that we expect or anticipatewill occur in the future including statements relating to rent and occupancy growth, developmentactivity and changes in sales or contribution volume of developed properties, general conditions inthe geographic areas where we operate and the availability of capital in existing or new propertyfunds are forward-looking statements. These statements are not guarantees of future performanceand involve certain risks, uncertainties and assumptions that are difficult to predict. Althoughwe believe the expectations reflected in any forward-looking statements are based on reasonableassumptions, we can give no assurance that our expectations will be attained and therefore, actualoutcomes and results may differ materially from what is expressed or forecasted in suchforward-looking statements. Some of the factors that may affect outcomes and results include, butare not limited to: (i)national, international, regional and local economic climates, (ii)changesin financial markets, interest rates and foreign currency exchange rates, (iii)increased orunanticipated competition for our properties, (iv)risks associated with acquisitions, (v)maintenance of real estate investment trust status, (vi)availability of financing and capital,(vii)changes in demand for developed properties, (viii)risks associated with achieving expectedrevenue synergies or cost savings, (ix)risks associated with the ability to consummate the mergerand the timing of the closing of the merger, and (x)those additional risks and factors discussedin reports filed with the Securities and Exchange Commission (SEC) by ProLogis and AMB from timeto time, including those discussed under the heading Risk Factors in their respective mostrecently filed reports on Form 10-K and 10-Q. Neither ProLogis nor AMB undertakes any duty toupdate any forward-looking statements appearing in this document.

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 registrationstatement on Form S-4 that will include a joint proxy statement of ProLogis and AMB that alsoconstitutes a prospectus of AMB. ProLogis and AMB also plan to file other relevant documents withthe SEC regarding the proposed transaction. INVESTORS ARE URGED TO READ THE JOINT PROXYSTATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOMEAVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You may obtain a free copy of thejoint proxy statement/prospectus (if and when it becomes available) and other relevant documentsfiled by ProLogis and AMB with the SEC at the SECs website at www.sec.gov. Copies of thedocuments filed by ProLogis with the SEC will be available free of charge on ProLogis website atwww.prologis.com or by contacting ProLogis Investor Relations at +1-303-567-5690. Copies of thedocuments filed by AMB with the SEC will be available free of charge on AMBs website atwww.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 ofmanagement and employees may be deemed to be participants in the solicitation of proxies in respectof the proposed transaction. You can find information about AMBs executive officers and directorsin AMBs definitive proxy statement filed with the SEC on March24, 2010. You can find informationabout ProLogis executive officers and directors in ProLogis definitive proxy statement filed withthe SEC on March30, 2010. Additional information regarding the interests of such potentialparticipants will be included in the joint proxy statement/prospectus and other relevant documentsfiled with the SEC if and when they become available. You may obtain free copies of these documentsfrom 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 anysecurities, 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 securitieslaws of any such jurisdiction. No offering of securities shall be made except by means of aprospectus meeting the requirements of Section10 of the U.S. Securities Act of 1933, as amended.

Item9.01. Financial Statements and Exhibits.

(d)Exhibits. The following documents have been filed as exhibits to this report andare incorporated by reference herein as described above.

Exhibit No. Description

99.1

Press Release, dated January31, 2011

99.2

Investor Presentation

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of1934, the Registrant has duly caused this report to be signed onits behalf by the undersigned hereunto duly authorized.

PROLOGIS

Date: January 31, 2011 By: /s/ Edward S. Nekritz

Name: Edward S. Nekritz

Title: General Counsel and Secretary

EXHIBIT INDEX

Exhibit No. Description

99.1

Press Release, dated January31, 2011

99.2

Investor Presentation

EX-99.12d79343exv99w1.htmEX-99.1

exv99w1

Exhibit99.1

PROLOGIS AND AMB PROPERTY CORPORATIONANNOUNCE MERGER OF EQUALS

Creates the Pre-eminent Global Industrial Real Estate Company with Assets Owned and Under
Management of Approximately $46 Billion

Deepens Global Presence Including High-Growth Emerging Markets

Generates $80 Million of Estimated Annual Gross G&A Savings

Positions Combined Company for Sustainable Long-Term Growth and Value Creation

Companies Declare First Quarter Dividends

San Francisco and Denver, January31, 2011 AMB Property Corporation (NYSE: AMB) and ProLogis(NYSE: PLD) today announced a definitive agreement to combine through a merger of equals, creatingthe pre-eminent global owner, operator and developer of industrial real estate. Combined, thecompanies are expected to have a pro forma equity market capitalization of approximately $14billion, a total market capitalization in excess of $24billion, and gross assets owned and managedof approximately $46billion.

Under the terms of the agreement, each ProLogis common share will be converted into 0.4464 of anewly issued AMB common share, and the combined company will be an UPREIT. The merger is subjectto customary closing conditions, including receipt of approval of AMB and ProLogis shareholders.The parties currently expect the transaction to close during the second quarter of 2011. Theall-stock merger is intended to be a tax-free transaction. Upon completion of the merger, thecompany will be named ProLogis and will trade under the ticker symbol PLD (NYSE).

The combined company brings together two of the most complementary customer franchises in realestate. The combined portfolio encompasses approximately 600million square feet (55.7millionsquare meters) of modern distribution facilities located in key gateway markets and logisticscorridors in 22 countries. Both companies have substantial portfolios in North America, WesternEurope and Japan. ProLogis is well-established in the United Kingdom and Central and EasternEurope, and AMB has a significant presence in China and Brazil.

This merger is about two great companies coming together to create a stronger platform forsustainable value creation and growth. By joining forces, this merger will create a companypositioned to be the leading global provider of logistics real estate a Blue Chip REIT, saidHamid R. Moghadam, AMB CEO. The combined company will be a global player active on fourcontinents. This enhanced platform will enable us to better serve the needs of multi-marketcustomers and provide them with both existing world-class facilities and unmatched developmentcapabilities. The combined company will also be well-positioned to create more opportunities andvalue for both our shareholders and fund investors.

This combination will help create the most efficient, effective industrial real estateorganization with the best, most diverse talent. And, we have developed an achievable plan to putthese companies together seamlessly, added Walter C. Rakowich, ProLogis CEO. The merger of thesetwo leading industrial platforms will advance a number of priorities already underway at eachcompany. These priorities include improving efficiency and reducing costs by better aligning ourportfolios through the reduction of non-core assets and the recycling of capital into higher growthopportunities; increasing asset utilization by stabilizing the operating portfolio; leasing up thedevelopment portfolio; and monetizing the land bank.

1

Leadership and Integration

Moghadam, AMBs CEO, and Rakowich, ProLogis CEO, will serve as co-CEOs through December31, 2012,at which time Rakowich will retire, and Moghadam will become sole CEO of the combined company.Moghadam also will be Chairman of the Board of the combined company and will be primarilyresponsible for shaping the companys vision, strategy and private capital franchise. Rakowich willbe principally responsible for operations, integration of the two platforms and optimizing themerger synergies. Until December31, 2012, Rakowich also will serve as Chairman of the Boardsexecutive committee. William E. Sullivan, current ProLogis CFO, will continue to serve as CFO andwill retire from ProLogis on December31, 2012. During this period, Thomas S. Olinger, AMBscurrent CFO, will be responsible for day-to-day integration activities and report to the CEOs; hewill become the CFO of the combined company on December31, 2012.

The board of directors of the combined company will consist of six board members designated byProLogis and five board members designated by AMB. Irving F. Bud Lyons, III, an existing ProLogisBoard member, will serve as Lead Independent Director.

Following the close of the transaction, the combined companys corporate headquarters will belocated in San Francisco, and the combined companys operations headquarters will be located inDenver.

Accretion / Cost Savings

The transaction is expected to be immediately accretive, with approximately $80million inestimated annual gross G&A savings, to be realized upon full integration, which is expected tooccur over the 18-month period following the closing.

We continue to see improvements in operating fundamentals across the globe with increasingoccupancies and more positive net absorption, said Rakowich. As global demand picks up and tradeactivity returns to more robust levels, we believe our combined footprint and capabilities willallow us to better meet the real estate needs of our global customers and drive future growth.

Private Capital

Another benefit of this transaction is the companies complementary private capital businesses.Our combined company will be a market leader in the industrial real estate private capital sector,with a broad range of product offerings across the major markets including the Americas, Europe andAsia and across the risk/return spectrum, said Moghadam. The combined company will have a globalteam with deep experience in investment management spanning three decades.

Ownership and Liquidity

On a pro forma basis, following the merger, former ProLogis equity holders will hold approximately60percent of the combined companys equity, and former AMB equity holders will hold approximately40percent based on the exchange ratio. The combined entity is expected to provide shareholderswith enhanced liquidity.

Pro forma Operations and Balance Sheet

Both companies have high-quality, well-located assets. On a pro forma basis, the combined companysowned and managed assets, excluding development, were on average approximately 93percent leased asof December31, 2010, outperforming market averages over the last three years. The combinedcompany is expected to have significant liquidity, a strong balance sheet and a well-staggered debtmaturity profile provided by long-standing lending partners.

Our goal is to create one of the strongest balance sheets in the REIT industry, which will providegreater financial flexibility to capture market opportunities across business cycles, improve costof capital and help better manage currency risk, said Sullivan.

2

Dividend Policy and Declaration

The timing of the pre-closing dividends of ProLogis and AMB will be coordinated such that, if oneset of shareholders receives their dividend for a particular quarter prior to the closing of themerger, the other set of shareholders will also receive their dividend for such quarter prior tothe closing of the merger.

Today, AMB announced that its Board has declared its first quarter dividend of $0.28 per commonshare, payable on February28, 2011, to stockholders of record on February14, 2011. Also, today,ProLogis announced that its Board has declared its first quarter dividend of $0.1125 per commonshare, payable on February28, 2011, to stockholders of record on February14, 2011.

Morgan Stanley acted as financial advisor to ProLogis, and Greenberg Traurig and Mayer Brown actedas legal advisors to ProLogis. J.P. Morgan Securities LLC acted as financial advisor to AMB, andWachtell, Lipton, Rosen & Katz acted as legal advisor to AMB.

Conference Call and Webcast

The companies will host a webcast today at 8:30am EST to discuss the business combination.Participants will include AMBs CEO and ProLogis CEO. A slide presentation and the live audiowebcast will be available on the investor relations section of each companys website five minutesprior to the webcast time at http://ir.prologis.com or at www.amb.com. The slide presentation willinclude certain fiscal year 2010 operating and financial data for each of ProLogis and AMB.

Interested parties are encouraged to access the live webcast by clicking the microphone iconlocated near the top of the opening page on the companies websites. Interested parties can alsoparticipate via conference call by dialing (866)305-2304 domestically or (660)422-4873internationally.

A replay of the conference call will be available after 1:00 p.m. EST on Monday, January31, 2011and can be accessed by dialing (800)642-1687 domestically or (706)645-9291 internationally andentering the passcode 40890903. A transcript of the call and the webcast replay, including apodcast format, will be posted when available on the respective companies websites under theInvestor Relations section

About AMB

AMB Property Corporation is a leading owner, operator and developer of globalindustrial real estate, focused on major hub and gateway distribution markets in the Americas,Europe and Asia. As of December31, 2010, AMB owned, or had investments in, on a consolidated basisor through unconsolidated joint ventures, properties and development projects expected to totalapproximately 159.6million square feet (14.8million square meters) in 49 markets within 15countries. AMB invests in properties located predominantly in the infill submarkets of its targetedmarkets. The companys portfolio comprises High Throughput Distribution facilities industrial properties built for speed and located near airports, seaports and ground transportationsystems.

About ProLogis

ProLogis is the leading global provider of distribution facilities, with more than 435millionsquare feet (40million square meters) of industrial space owned and managed in markets acrossNorth America, Europe and Asia. The company leases its industrial facilities to more than 4,400customers, including manufacturers, retailers, transportation companies, third-party logisticsproviders and other enterprises with large-scale distribution needs. For additional informationabout the company, go to http://www.prologis.com. Follow ProLogis on Twitter:http://twitter.com/ProLogis.

Cautionary Statement Regarding Forward-Looking Statements

In addition to historical information, this document contains forward-looking statements within themeaning of Section27A of the U.S. Securities Act of 1933, as amended, and Section21E of the U.S.Securities Exchange Act of 1934, as amended. These forward-looking statements, which are based on

3

current expectations, estimates and projections about the industry and markets in which ProLogisandAMB operate and beliefs of and assumptions made by ProLogis management and AMB management, involveuncertainties that could significantly affect the financial results of ProLogis or AMB or thecombined company. Words such as expects, anticipates, intends, plans, believes, seeks,estimates, variations of such words and similar expressions are intended to identify suchforward-looking statements, which generally are not historical in nature. Such forward-lookingstatements include, but are not limited to, statements about the benefits of the businesscombination transaction involving ProLogis and AMB, including future financial and operatingresults, the combined companys plans, objectives, expectations and intentions. All statements thataddress operating performance, events or developments that we expect or anticipate will occur inthe future including statements relating to rent and occupancy growth, development activity andchanges in sales or contribution volume of developed properties, general conditions in thegeographic areas where we operate and the availability of capital in existing or new property funds are forward-looking statements. These statements are not guarantees of future performance andinvolve certain risks, uncertainties and assumptions that are difficult to predict. Although webelieve the expectations reflected in any forward-looking statements are based on reasonableassumptions, we can give no assurance that our expectations will be attained and therefore, actualoutcomes and results may differ materially from what is expressed or forecasted in suchforward-looking statements. Some of the factors that may affect outcomes and results include, butare not limited to: (i)national, international, regional and local economic climates, (ii)changesin financial markets, interest rates and foreign currency exchange rates, (iii)increased orunanticipated competition for our properties, (iv)risks associated with acquisitions, (v)maintenance of real estate investment trust (REIT) status, (vi)availability of financing andcapital, (vii)changes in demand for developed properties, (viii)risks associated with achievingexpected revenue synergies or cost savings, (ix)risks associated with the ability to consummatethe merger and the timing of the closing of the merger, and (x)those additional risks and factorsdiscussed in reports filed with the Securities and Exchange Commission (SEC) by ProLogis and AMBfrom time to time, including those discussed under the heading Risk Factors in their respectivemost recently filed reports on Form 10-K and 10-Q. Neither ProLogis nor AMB undertakes any duty toupdate any forward-looking statements appearing in this document.

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 registrationstatement on Form S-4 that will include a joint proxy statement of ProLogis and AMB that alsoconstitutes a prospectus of AMB. ProLogis and AMB also plan to file other relevant documents withthe SEC regarding the proposed transaction. INVESTORS ARE URGED TO READ THE JOINT PROXYSTATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOMEAVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You may obtain a free copy of thejoint proxy statement/prospectus (if and when it becomes available) and other relevant documentsfiled by ProLogis and AMB with the SEC at the SECs website at www.sec.gov. Copies of thedocuments filed by ProLogis with the SEC will be available free of charge on ProLogis website atwww.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 ofcharge on AMBs 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 ofmanagement and employees may be deemed to be participants in the solicitation of proxies in respectof the proposed transaction. You can find information about AMBs executive officers and directorsin AMBs definitive proxy statement filed with the SEC on March24, 2010. You can find informationabout ProLogis executive officers and directors in ProLogis definitive proxy statement filed withthe SEC on March30, 2010. Additional information regarding the interests of such potentialparticipants will be included in the joint proxy statement/prospectus and other relevant documentsfiled with the SEC if and when they become available. You may obtain free copies of these documentsfrom AMB or ProLogis using the sources indicated above.

4

This document shall not constitute an offer to sell or the solicitation of an offer to buy anysecurities, norshall there be any sale of securities in any jurisdiction in which such offer, solicitation or salewould be unlawful prior to registration or qualification under the securities laws of any suchjurisdiction. No offering of securities shall be made except by means of a prospectus meeting therequirements of Section10 of the U.S. Securities Act of 1933, as amended.

Investor Contacts:

AMB

ProLogis

Tracy A. Ward

Melissa Marsden

Vice President, IR & Corp. Comm.

Managing Director, IR and Corp.Comm.

Direct +1 415 733 9565

Direct +1 303 567 5622

Email tward@amb.com

email mmarsden@prologis.com

Media Contacts:

AMB

ProLogis

Jon M. Boilard

Krista Shepard

Director, Media and Public Relations

VP, Corp. Comm.

Direct +1 415 733 9565

Direct +1 303 567 5907

Email jboilard@amb.com

Email kshepard@prologis.com

# # #

5

EX-99.23d79343exv99w2.htmEX-99.2

exv99w2

Exhibit99.2

Merger of Equals

(r)

January 31, 2011

Forward-Looking Statements

In addition to historical information, this document contains forward-looking statements within the meaning of Section 27A of the U.S.Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. These forward-looking statements, which are based on current expectations, estimates and projections about the industry and markets in whichAMB Property Corporation ("AMB") and ProLogis operate and beliefs of and assumptions made by AMB management and ProLogismanagement, involve uncertainties that could significantly affect the financial results of AMB or ProLogis or the combined company.Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," variations of such words and similarexpressions are intended to identify such forward-looking statements, which generally are not historical in nature. Such forward-looking statements include, but are not limited to, statements about the benefits of the business combination transaction involvingAMB and ProLogis, including future financial and operating results, the combined company's plans, objectives, expectations andintentions. All statements that address operating performance, events or developments that we expect or anticipate will occur in thefuture - including statements relating to rent and occupancy growth, development activity and changes in sales or contributionvolume of developed properties, general conditions in the geographic areas where we operate and the availability of capital inexisting or new property funds - are forward-looking statements. These statements are not guarantees of future performance andinvolve certain risks, uncertainties and assumptions that are difficult to predict. Although we believe the expectations reflected in anyforward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attainedand therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-lookingstatements. Some of the factors that may affect outcomes and results include, but are not limited to: (i) national, international,regional and local economic climates, (ii) changes in financial markets, interest rates and foreign currency exchange rates, (iii)increased or unanticipated competition for our properties, (iv) risks associated with acquisitions, (v) maintenance of status as a realestate investment trust, (vi) availability of financing and capital, (vii) changes in demand for developed properties, (viii) risks ofachieving expected revenue synergies or cost savings, (ix) risks associated with the ability to consummate the merger and the timingof the closing of the merger, and (x) those additional risks and factors discussed in reports filed with the U.S. Securities andExchange Commission ("SEC") by AMB and ProLogis from time to time, including those discussed under the heading "Risk Factors"in their respective most recently filed reports on Form 10-K and 10-Q. Neither AMB nor ProLogis undertakes any duty to update anyforward-looking statements appearing in this document.

Additional Information About this Transaction

In connection with the proposed transaction, AMB Property Corporation ("AMB") expects to file with the SEC a registration statementon Form S-4 that will include a joint proxy statement of ProLogis and AMB that also constitutes a prospectus of AMB. AMB andProLogis also plan to file other relevant documents with the SEC regarding the proposed transaction. INVESTORS ARE URGED TOREAD THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF ANDWHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You may obtain a free copyof the joint proxy statement/prospectus (if and when it becomes available) and other relevant documents filed by AMB and ProLogiswith the SEC at the SEC's website at www.sec.gov. Copies of the documents filed by AMB with the SEC will be available free ofcharge on AMB's website at www.amb.com or by contacting AMB Investor Relations at (415) 394-9000. Copies of the documentsfiled by ProLogis with the SEC will be available free of charge on ProLogis' website at www.prologis.com or by contacting ProLogisInvestor Relations at (303) 567-5690.AMB and ProLogis and their respective directors and executive officers and other members of management and employees may bedeemed to be participants in the solicitation of proxies in respect of the proposed transaction. You can find information about AMB'sexecutive officers and directors in AMB's definitive proxy statement filed with the SEC on March 24, 2010. You can find informationabout 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/prospectusand other relevant documents filed with the SEC if and when they become available. You may obtain free copies of these documentsfrom 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 ofsecurities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under thesecurities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting therequirements of Section 10 of the U.S. Securities Act of 1933, as amended.

Shared Vision for Success

The undisputed leader in the industrial sector

The best customer franchise in the real estate industry

The only player in industrial real estate active on four continents

The world's leading industrial property developer

A global leader in real estate investment management

The best and most diverse real estate organization

Transaction Overview

Company will be named ProLogisTicker symbol will be (NYSE: PLD)

~60% former ProLogis shareholders~40% former AMB shareholders

Corporate - San FranciscoOperational - Denver

~$80 million annual run rate

Expected by the end of second quarter 2011

100% stock merger of equalsEach ProLogis share to be converted into 0.4464 of an AMB sharePreserves UPREIT structure

Merger

Company Name

Ownership

Headquarters

Gross G&ASynergies

Closing

Leadership / Integration

The combined Board comprises six ProLogis board members and five AMB board membersHamid Moghadam will be Chairman of the BoardWalt Rakowich will be Chairman of the Executive Committee of the BoardIrving "Bud" Lyons III will be Lead Independent Director

Walt RakowichCo-CEO (1) /

Chairman of ExecutiveCommittee

Hamid MoghadamCo-CEO /

Chairman

(1) Walt Rakowich will retire on December 31, 2012.(2) Bill Sullivan will be CFO of the combined company until retirement on December 31, 2012, at which time Tom Olinger will succeed Bill Sullivan.

Bill

Sullivan (2)

Chief

FinancialOfficer

Tom

Olinger (2)

ChiefIntegrationOfficer

Guy

Jaquier

CEO

PrivateCapital

GaryAnderson

CEO Europe& Asia

Gene

Reilly

CEO

The Americas

Ed

NekritzChief LegalOfficer

GeneralCounsel

NancyHemmenway

Chief

HumanResourcesOfficer

Mike

Curless

ChiefInvestmentOfficer

Transaction Benefits

Improved credit profile from synergiesUnsecured credit will be one of the most liquid in REIT spaceCost of equity will reflect accelerating growth in FFO/shareShares and OP units will be attractive acquisition currencies

Deep global presence with ~600 million square feet owned and undermanagementEnhanced common platforms in North America, Western Europe and JapanComplementary platforms in UK & CEE (PLD) and China & Brazil (AMB)Aligned talent and resourcesLand, development and acquisitionsExpanded relationships with large, repeat multi-national customers

Strong combined entrepreneurial management teamEliminating duplicative gross G&A saves ~$80 million per yearEquates to ~$0.19 per combined company share

Broad range of product offerings across major regionsAUM of $25.7 billion in 19 co-investment ventures

World Class

Platform

VibrantPrivate CapitalFranchise

Improved

Combined Cost

of Capital

OrganizationalSynergies

Pre-eminent Global Real Estate Company

(MM sq. ft.)

Asia

Americas

Europe

($Bn)

Note: Data estimated as of 12/31/2010.(1) Represents owned / managed assets at 100% share.(2) AUM defined as gross book value of owned / managed properties.

438

160

598

Square Feet Owned / Managed(1)

Total AUM(2)

$31

$15

$46

Asia

Americas

Europe

Peerless Global Logistics Platform

Combined platform represents ~78% of global GDP(1)

Note: Data estimated as of 12/31/2010. ProLogis data is pro forma for Blackstone and Catellus dispositions.(1) Source: International Monetary Fund.

Americas

~423MM sq. ft.$28Bn

Europe

~145MM sq. ft.$13Bn

~30MM sq. ft.$5Bn

Asia

Diverse Customer Base

(% CombinedABR)

Largest single customer represents only 2.6% of estimated combined ABRTop 10 represents ~10% of estimated combined ABR

Greater Combined Development Opportunity

$750 million

$1.5 billion

Total Assets Under Development(1)

2011E Development(2)

Note: Data estimated as of 12/31/2010.(1) Represents total expected investment of construction in progress.(2) Represents midpoint of companies' 2011 guidance.

Annual Future Potential

~$2.5 billion

Existing land bank fuels internal growth

Americas

Europe

30%

45%

25%

30%

35%

35%

16%

56%

28%

$0.1Bn

$8.8Bn

$8.6Bn

Market Leading Private Capital Business

Note: Data represents gross book value of AUM in funds and co-investment ventures.

Combined AUM

19 co-investment ventures$25.7 billion AUM

$13.9Bn

$10.0Bn

$1.8Bn

9 co-investment ventures$8.2 billion AUM

AMB AUM

$1.3Bn

$1.7Bn

$5.2Bn

10 funds$17.5 billion AUM

ProLogis AUM

Americas

Europe

($MM, Except per Share Data) ProLogis (1) AMB (1) Combined(2) Share Price (As of 1/28/2011) $15.21 $32.93 $32.93 Basic Common Shares and Units 573 172 428 Equity Market Capitalization $8,720 $5,657 $14,084 S&P 500 Rank 326 N/A 195 Total Balance Sheet Debt $6,556 $3,344 $9,900 Total Market Capitalization $15,276 $9,001 $23,984

Debt / 2010PF EBITDA (Inc. Syn. for combined company)(3) 7.8x 7.6x 7.3x(4) 2010PF 4QA Fixed Charge Coverage (Inc. Syn. for combined company)(3) 2.3x 2.6x 2.5x(4) Debt as % of Gross Book Value of Real Estate(3) 44.0% 40.0% 42.6% Debt as % of Total Market Capitalization 42.9% 37.2% 41.3% Credit Ratings (Moody's/S&P/Fitch) Baa2/BBB-/BB+ Baa1/BBB/BBB

Strong Combined Capitalization and Balance Sheet

(1) Data estimated as of 12/31/2010.(2) Calculated using AMB's share price at 1/28/2011 of $32.93 and an exchange ratio of 0.4464x.(3) Statistics calculated based on balance sheet debt, EBITDA, and book value figures; EBITDA includes pro rata FFO contribution fromunconsolidated joint ventures. See reporting definitions.(4) Pro forma EBITDA figures include realization of $80MM estimated synergies.

Well-Staggered Debt Maturity Schedule

(1) Data estimated as of December 31, 2010Note: Excludes discounts; stated debt maturities may not reflect debt repayments as projected in companies forecasts.

Pro Forma Debt Maturity Schedule as of December 31, 2010 ($MM) (1)

Global Lines of Credit

($MM)

Balance Sheet Debt

($MM) Annual Gross G&A Savings Operating $65 M Corporate Infrastructure Costs $15 M Total Synergies ($) $80 M Per Combined Company Share ($) ~$0.19 per share

G&A Synergies

~50% run rate expected by year end 2011100% realized by year end 2012

Shared Vision for Success

Opportunity Set

The undisputed leader in the industrialsectorThe best customer franchise in the realestate industryThe only player in industrial real estateactive on four continentsThe world's leading industrial propertydeveloperA global leader in real estate investmentmanagementThe best and most diverse real estateorganization

Strategy

Align portfolio in targeted regions toserve the needs of key customersSignificantly enhance asset utilizationFuel growth through development andland bank monetizationCapitalize on world-class combinedinvestment management franchiseCreate one of strongest balance sheetsin the real estate sectorBuild the most effective and efficientorganization in the industry

The leading global provider of industrial real estate

Reporting Definitions

..

Core EBITDA, as Adjusted:The companies use core adjusted earnings before interest, tax, depreciation and amortization, impairment charges, gains or losses from thedisposition of real estate investments, losses on early extinguishment of debt and derivatives contracts (including cash charges), and other non-cash charges (such as stock based compensation amortization, unrealized gains or losses on foreign currency and derivative activity) , includingthe companies share of these items (other than interest and current taxes) from their unconsolidated investees or ("Core EBITDA, as adjusted"),to measure both their operating performance and liquidity. The companies consider Core EBITDA, as adjusted to provide investors relevant anduseful information because it permits investors to view income from operations on an unleveraged basis before the effects of tax, non-cashdepreciation and amortization expense and other items(including stock-based compensation amortization and certain unrealized gains andlosses), gains from the disposition of real estate investments, and other significant non-cash items. By excluding interest expense, adjustedEBITDA allows investors to measure the company's operating performance independent of their capital structure and indebtedness and,therefore, allows for a more meaningful comparison of its operating performance to that of other companies, both in the real estate industryand in other industries. The impairment charges were principally a result of the companies' changed intent with respect to the holding period ofcertain of its real estate properties and decreases in fair value due to increases in capitalization rates and deterioration in market conditions thatadversely impacted values. Losses on the early extinguishment of debt and derivatives contracts generally included the costs of repurchasingdebt securities. Although difficult to predict, these items may be recurring given the uncertainty of the current economic climate and its adverseeffects on the real estate and financial markets. While not infrequent or unusual in nature, these items result from market fluctuations that canhave inconsistent effects on each company's results of operations. The economics underlying these items reflect market and financing conditionsin the short-term but can obscure each company's performance and the value of each company's long-term investment decisions and strategies.As a liquidity measure, the companies believe that Core EBITDA, as adjusted helps investors to analyze their ability to meet interest paymentobligations and to make quarterly preferred share dividends and unit distributions. The companies believe that investors should consider CoreEBITDA, as adjusted , in conjunction with net income (the primary measure of each company's performance) and the other required GenerallyAccepted Accounting Principles ("GAAP") measures of its performance and liquidity, to improve their understanding of each company'soperating results and liquidity, and to make more meaningful comparisons of their performance against other companies. By using Core EBITDA,as adjusted, an investor is assessing the earnings generated by each company's operations, but not taking into account the eliminated expensesor gains incurred in connection with such operations. As a result, adjusted EBITDA has limitations as an analytical tool and should be used inconjunction with each company's required GAAP presentations. Core EBITDA, as adjusted does not reflect each company's historical cashexpenditures or future cash requirements for working capital, capital expenditures distribution requirements or contractual commitments. CoreEBITDA, as adjusted also does not reflect the cash required to make interest and principal payments on each company's outstanding debt. WhileCore EBITDA, as adjusted is a relevant and widely used measure of operating performance and liquidity, it does not represent net income orcash flow from operations as defined by GAAP and it should not be considered as an alternative to those indicators in evaluating operatingperformance or liquidity. Further, the companies' computation of Core EBITDA, as adjusted may not be comparable to EBITDA reported by othercompanies. The companies compensate for the limitations of Core EBITDA, as adjusted by providing investors with financial statementsprepared according to U.S. GAAP, along with this detailed discussion of Core EBITDA, as adjusted and a reconciliation of Core EBITDA, as adjustedto net income (or loss), a U.S. GAAP measurement.

Definitions

..

The following table reconciles Core EBITDA, as adjusted to estimated net earnings (loss) for the quarter ended December 31, 2010 (dollars inthousands):

Definitions

..

Fixed charge coverage:Fixed charge coverage is defined as Core EBITDA, as adjusted divided by fixed charges. Fixed charges consist of interest expenseless finance costs and debt premiums, from continuing and discontinued operations, plus capitalized interest, preferred unitdistributions and preferred stock dividends. The companies use fixed charge coverage to measure liquidity. The companies believefixed charge coverage is relevant and useful to investors because it permits fixed income investors to measure the company's abilityto meet its interest payments on outstanding debt, make distributions to its preferred unitholders and pay dividends to its preferredshareholders. The company's computation of fixed charge coverage may not be comparable to fixed charge coverage reported byother companies.

The following table details the calculation of fixed charges for three months ended December 31, 2010 (dollars in thousands):

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