Why did Warehouse REIT withdraw support from Tritax Big Box and switch to Blackstone’s revised cash offer?
Warehouse REIT PLC (LSE: WHR) has officially endorsed a £489 million all-cash takeover bid from Blackstone Inc.-backed Wapping Bidco Ltd, withdrawing its prior support for a rival offer from Tritax Big Box REIT PLC (LSE: BBOX). The revised offer from Blackstone, announced on 10 July 2025, proposes a total consideration of 115.0 pence per share, including a confirmed 1.6 pence dividend, overtaking the total transaction value of Tritax’s mixed cash-and-share bid.
The deal marks a significant turning point in the three-way corporate contest, where Warehouse REIT’s independent directors, following financial advice from Peel Hunt and Jefferies, determined that Blackstone’s updated proposal offered greater certainty, a premium over Tritax’s offer, and lower execution risk.
This endorsement comes after months of speculation and increasing competitive tension over one of the UK’s most strategic logistics property portfolios.
How does Blackstone’s increased bid compare to the Tritax Big Box cash-and-share offer?
Tritax Big Box had initially emerged as a competitive suitor on 25 June 2025, offering Warehouse REIT shareholders 0.4236 new BBOX shares and 47.2 pence in cash per share. The offer also included the right to retain upcoming quarterly dividends of up to 1.6 pence per share each, scheduled for July and October 2025.
Based on Tritax’s share price of 143.2 pence on 9 July 2025, the total implied value of that offer stood at 107.9 pence, rising to 111.1 pence when factoring in the dividends. However, Warehouse REIT’s board ultimately determined that Blackstone’s revised all-cash offer—totalling 115.0 pence per share—presented a 3.5 percent premium over the Tritax bid. Unlike the Tritax offer, which exposed shareholders to future market fluctuations, Blackstone’s bid guaranteed immediate liquidity.
This price differential, combined with simplicity and speed of execution, became a decisive factor in the board’s evaluation.
What influenced Warehouse REIT’s board to reverse course and support Blackstone?
The independent directors of Warehouse REIT unanimously concluded that the increased Blackstone offer was both fair and reasonable. Their decision was informed by financial advice from Peel Hunt LLP and Jefferies International Limited, both of which took into account broader commercial considerations beyond headline pricing.
Institutional investors appear to favor Blackstone’s approach, especially given the current market environment for UK-listed real estate investment trusts. The Blackstone deal removes shareholder exposure to a volatile property and equity market, offering clarity at a time when many commercial property assets are trading at substantial discounts to net asset value.
Additionally, the board was swayed by Blackstone’s revised implementation strategy. While the original Blackstone offer was structured as a scheme of arrangement, the updated proposal will proceed as a standard takeover offer under Section 974 of the UK Companies Act—requiring only 50 percent shareholder approval compared to the 75 percent threshold under a scheme structure. This reduces execution risk and timelines, further supporting board confidence in the transaction.
What is the current investor sentiment and how is the market pricing in the revised offer?
Shares of Warehouse REIT are trading around 115.0 pence—on par with Blackstone’s revised offer—suggesting that investors are pricing in near-certainty of deal closure. The stock has appreciated by nearly 37 percent year-to-date, largely driven by takeover speculation and the competitive bidding between Blackstone and Tritax.
Institutional investors have shown strong preference for all-cash deals in the current real estate environment. Analysts believe the certainty of a cash offer, combined with the Warehouse REIT board’s endorsement, makes the Blackstone offer the most likely outcome. However, the possibility of a further counter-offer from Tritax, while not ruled out, appears increasingly unlikely unless a material change in valuation dynamics occurs.
What are the financial fundamentals and strategic appeal of Warehouse REIT?
Warehouse REIT owns and manages a £0.8 billion UK logistics and industrial property portfolio, concentrated in key regional distribution hubs. As of FY2024, the logistics real estate player reported £47.2 million in annual revenue and £34.3 million in net income.
The portfolio’s valuation aligns closely with current sector NAV averages. Warehouse REIT’s last reported net asset value per share stood at 128.0 pence, making Blackstone’s 115.0 pence offer approximately a 10 percent discount to NAV. Notably, this represents a significantly reduced discount compared to the REIT sector’s broader trend, where average discounts can exceed 20–30 percent depending on asset class.
Blackstone appears to view the valuation as compelling for long-term integration into its growing European logistics platform, particularly given the tightening UK warehousing supply and e-commerce tailwinds.
Why is Blackstone pursuing this acquisition and what does it mean for its logistics platform?
Blackstone has been steadily increasing its exposure to European logistics through its real estate affiliates, and the Warehouse REIT transaction fits within a broader cross-border acquisition playbook. The American private equity firm recently completed a €1 billion logistics acquisition in mainland Europe, demonstrating its appetite for scalable, income-generating assets in regions with constrained industrial real estate supply.
The acquisition of Warehouse REIT provides Blackstone with immediate access to a geographically diverse UK footprint. It supports the firm’s thesis around last-mile delivery, continued e-commerce penetration, and resilience of logistics assets relative to office and retail counterparts.
The move is also viewed as opportunistic. With UK-listed REITs trading at persistent discounts and ongoing interest rate volatility, Blackstone and other private equity firms are well-positioned to pick up undervalued assets with long-term upside.
What happens next for Tritax Big Box and Blackstone in this bidding contest?
While Tritax has not yet officially withdrawn its offer, it now faces a narrowing path to success. The Warehouse REIT board’s withdrawal of support, combined with Blackstone’s acquisition of a 10.49 percent equity stake through Wapping Holdings Limited, materially tilts the balance in Blackstone’s favor.
If Tritax wishes to remain in the contest, it would need to significantly revise its offer to exceed the 115.0 pence valuation, and likely convert its proposal into an all-cash offer to remain competitive. Analysts believe such a scenario is unlikely unless Tritax views Warehouse REIT as uniquely strategic to its long-term growth or faces pressure from its own shareholders to increase scale.
As of now, institutional consensus appears to favor Blackstone’s deal, with the takeover path offering speed, certainty, and limited regulatory friction.
What does this bidding war reveal about the state of UK REITs and logistics real estate?
The Warehouse REIT episode underscores the growing role of private capital in reshaping the UK property landscape. REITs with exposure to high-demand asset classes such as logistics remain acquisition targets, particularly where NAV discounts persist and public equity valuations fail to reflect underlying asset strength.
This deal could set a precedent for further consolidation in the sector, especially as listed real estate players struggle to re-rate amid elevated interest rates, investor rotation out of traditional property assets, and macroeconomic headwinds. Analysts believe U.S.-based funds, flush with dry powder, will continue targeting undervalued UK and European REITs, potentially triggering more boardroom battles in 2025.
What should Warehouse REIT shareholders consider as the deal progresses?
For Warehouse REIT shareholders, the decision centers on choosing certainty versus optionality. Blackstone’s 115.0 pence all-cash offer locks in value at a moderate premium and has the board’s backing, while Tritax’s hybrid offer—still technically live—presents theoretical upside through shareholding in a larger platform.
With a takeover route now secured, only 50 percent shareholder support is needed for Blackstone’s deal to proceed. Unless a counter-bid materializes quickly, analysts and institutional investors alike expect Blackstone to complete the acquisition within weeks.
For now, the market appears to have spoken: Warehouse REIT’s valuation is reflecting deal certainty, and Blackstone’s hand looks stronger than ever.
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