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SEGRO PLC (LSE:SGRO) shares jumped 7% to 957p in early trading on Thursday after the board of the warehouse developer said it "would be minded" to recommend the "best and final" takeover proposal made by Prologis Inc (NYSE:PLD), after the US logistics property group raised its offer and committed to a secondary London listing.Prologis offered 0.092 new shares for each Segro share, alongside a partial cash alternative of up to £3.5 billion. Based on Prologis's closing price on Tuesday, the proposal valued Segro shares at 1,031.7p each and the company at around £14 billion.
Under the offer, Segro shareholders would also retain the property group's final dividend of up to 22.56p per share, taking the total potential value to 1,054.3p. They would additionally be entitled to an interim dividend of up to 10.14p.
The revised terms represent a 9.5% improvement on Prologis's initial approach and a 39% premium to Segro's undisturbed share price.
On Monday, Segro had rejected a third proposal worth 993p per share, which led Prologis to accuse the company's board of relying on an "aspirational valuation built on unrealistic assumptions", before raising its bid for a fourth time.
Following further talks on Wednesday, Prologis has now contractually agreed to establish a secondary listing of its shares on the London Stock Exchange by the completion of any deal.
Segro's board said it had unanimously concluded that the latest financial terms were at a level it would recommend, subject to due diligence and agreement on the remaining conditions.
The takeover deadline for Prologis to announce a firm offer has been extended from Thursday to 5pm on 12 August.
Broker Panmure Liberum said: "We do not view paying shareholders with their own dividends as an increase in offer value, but this appears to be an increasingly common feature of public takeover negotiations."
Even including the retained dividend, the implied value remains below the broker's 1,300p target price and below both its assessment and SEGRO's own assessment of the value embedded in its development pipeline.
However, the broker said that the commitment to establish a London secondary listing "is a meaningful development".
"The board's willingness to recommend materially increases the probability of a transaction completing on broadly these terms."