# Warehouses De Pauw — merger/definitive [pending]
Source: SEC API (secapi.ai) · situation sit_fd67a70036bb7385bb4c · retrieved 2026-08-11T15:50:22.157Z

## Overview
Warehouses De Pauw is a top-3 European logistics real estate investment trust with €8.5 billion in gross asset value across 8 countries, 13 million square meters of gross lettable area, and €495 million in annualized rents, with leading positions in Belgium, the Netherlands, Luxembourg, and Romania.

Warehouses De Pauw (WDP) announced a friendly cross-border merger with ARGAN S.A., creating a €13 billion gross asset value European logistics real estate platform. Under the transaction, ARGAN shareholders will receive 3 WDP shares for each ARGAN share held, representing a 21% premium to ARGAN's closing share price of €65.40 on July 23, 2026, and a 28% premium to the 1-month volume-weighted average price of €61.82. ARGAN will propose an exceptional distribution of €11 per share to be paid prior to merger completion. The combined entity will be listed on Euronext Paris, Brussels, and Amsterdam, with REIT/SIIC status retained. Completion is expected in Q1 2027, subject to shareholder approvals at extraordinary general meetings (ARGAN requiring 2/3 of votes cast; WDP requiring 3/4 of votes cast with 50% quorum at first meeting), regulatory approvals, and a French tax ruling.

## Terms
- Counterparty: ARGAN S.A. · Consideration: stock · Premium: 21.0% · Price/share: $79.22

## Key dates
- Announced 2026-07-24 · Vote 2026-11-30 · Expected close 2027-03-31

## Timeline
- 2026-07-24 · 425 (0001208646-26-000034): 425 - Warehouses De Pauw — *WDP is a European logistics real estate company that develops and invests in warehouses and offices across Belgium, the Netherlands, France, Luxembourg, Germany, and Romania, with a portfolio of approximately 9 million m² spread across ~350 sites.* Warehouses De Pauw (WDP) and ARGAN S.A. signed a merger agreement on July 23, 2026, whereby ARGAN will merge into WDP in an all-share cross-border transaction. ARGAN shareholders will receive 3 newly issued WDP shares per ARGAN share held, plus an exceptional distribution of €11 per share prior to completion, yielding a total implied valuation of €79.22 per ARGAN share (representing a ~21% premium to ARGAN's closing price of €65.40 on July 23, 2026). The combined entity will create a €13 billion+ gross asset value European logistics REIT spanning eight countries with ~13 million m² of logistics space and €700 million+ of annualized rental income. Extraordinary general meetings are expected in November 2026, with completion anticipated in Q1 2027, subject to shareholder approval, regulatory approvals, and receipt of a French tax ruling.
  https://www.sec.gov/Archives/edgar/data/2145819/0001208646-26-000034.txt
- 2026-07-24 · 425 (0001208646-26-000036): 425 - Warehouses De Pauw — *Warehouses De Pauw is a top-3 European logistics real estate investment trust with €8.5 billion in gross asset value across 8 countries, 13 million square meters of gross lettable area, and €495 million in annualized rents, with leading positions in Belgium, the Netherlands, Luxembourg, and Romania.* Warehouses De Pauw (WDP) announced a friendly cross-border merger with ARGAN S.A., creating a €13 billion gross asset value European logistics real estate platform. Under the transaction, ARGAN shareholders will receive 3 WDP shares for each ARGAN share held, representing a 21% premium to ARGAN's closing share price of €65.40 on July 23, 2026, and a 28% premium to the 1-month volume-weighted average price of €61.82. ARGAN will propose an exceptional distribution of €11 per share to be paid prior to merger completion. The combined entity will be listed on Euronext Paris, Brussels, and Amsterdam, with REIT/SIIC status retained. Completion is expected in Q1 2027, subject to shareholder approvals at extraordinary general meetings (ARGAN requiring 2/3 of votes cast; WDP requiring 3/4 of votes cast with 50% quorum at first meeting), regulatory approvals, and a French tax ruling.
  https://www.sec.gov/Archives/edgar/data/2145819/0001208646-26-000036.txt
- 2026-07-24 · 425 (0001208646-26-000033): 425 - Warehouses De Pauw — *Warehouses De Pauw NV is a Belgian public regulated real estate company (RREC) that owns and operates logistics real estate assets across Belgium, the Netherlands, Luxembourg, Romania, and France; Argan S.A. is a French listed real estate investment company (SIIC) focused on premium logistics properties in France.* Warehouses De Pauw NV (WDP), a Belgian public regulated real estate company, and Argan S.A., a French listed real estate investment company (SIIC), entered into a merger agreement on 23 July 2026 to implement a cross-border merger. Under the transaction, WDP will acquire all assets and liabilities of Argan through a merger by acquisition, with Argan shareholders receiving 3 new WDP shares for each Argan share held (the Exchange Ratio). The combined entity will create a leading European logistics real estate platform exceeding €13 billion in gross asset value with approximately €700 million in annualized rental income. The merger is subject to customary closing conditions, including shareholder approvals at extraordinary general meetings expected in November 2026, and is anticipated to close in the first quarter of 2027.
  https://www.sec.gov/Archives/edgar/data/2145819/0001208646-26-000033.txt

## Citations
- 0001208646-26-000034 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000120864626000034
- 0001208646-26-000036 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000120864626000036
- 0001208646-26-000033 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000120864626000033