What was the consideration for the Catellus Merger?
Consideration for the merger was set at 65% stock and 35% cash with Catellus holders being allowed to make an election. Holders that elected cash, or made no election at all, received $33.81 per share. Because the majority of Catellus holders elected stock, consideration for those holders was prorated with each receiving a combination of cash and stock. Holders that made a valid election for stock received 72.5733% of their Catellus holdings in ProLogis shares, at an exchange rate of 0.822 of a share of ProLogis for every 1 share of Catellus owned, and the remaining 27.4267% of their Catellus holdings were paid in cash at $33.81 per share. The transaction was deemed “constructive receipt” by the IRS, meaning shareholder proceeds were taxable in 2005.
