Filed by ProLogis Pursuant to
Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12 under
the Securities Exchange Act of 1934
Subject Company: ProLogis
Commission File No. 1-12846
[ProLogis letterhead]
May 4, 2011
To: Holders of ProLogis 1.875% Convertible Senior Notes due 2037 (CUSIP Nos. 743410 AP7 and 743410
AQ5) (the Notes)
Re: Notice of Merger
Ladies and Gentlemen,
In accordance with the terms of the Fifth Supplemental Indenture, dated as of November 8,
2007 (the Fifth Supplemental Indenture), by and between ProLogis (ProLogis) and
U.S. Bank National Association, as trustee (the Trustee), to the Indenture, dated as of
March 1, 1995, between ProLogis and the Trustee, notice is hereby given ProLogis has entered into
an Agreement and Plan of Merger, dated January 30, 2011 (the Merger Agreement), with New
Pumpkin Inc., Upper Pumpkin LLC, Pumpkin LLC, AMB Property Corporation (AMB), and AMB
Property, L.P. (AMB LP). Pursuant to the terms of the Merger Agreement, through a series
of mergers, ProLogis will become a wholly owned subsidiary of AMB LP and each common share of
beneficial interest of ProLogis will be converted into the right to receive 0.4464 of a share of
common stock of AMB (the Merger). Upon consummation of the Merger, the combined company
will be named ProLogis, Inc.
Subject to receipt of shareholder approvals of ProLogis and AMB and the satisfaction or waiver
of the other closing conditions set forth in the Merger Agreement, the anticipated effective date
of the Merger is June 3, 2011.
Pursuant the Fifth Supplemental Indenture, holders of the Notes shall have the right to
convert such Notes into ProLogis common shares of beneficial interest pursuant to Article VIII of
the Fifth Supplemental Indenture during the period beginning May 19, 2011 (fifteen days prior to
the anticipated effective date of the Merger) and until and including the date that is fifteen
calendar days after the date the Merger becomes effective.
AMB LP has recently commenced offers to exchange the Notes for new notes to be issued by AMB
LP and guaranteed by AMB (the Exchange Offer). If a noteholder validly tenders, and does
not validly withdraw, its Notes pursuant to the Exchange Offer and such Notes
are accepted for exchange, such noteholders right to convert such Notes as described in the
paragraph above will terminate on the expiration date of the Exchange Offer.
Copies of the Joint Proxy Statement/Prospectus of ProLogis and AMB, dated April 28, 2011, for
the Merger can be obtained from Georgeson Inc. by calling (866) 867-6963.
PROLOGIS
In connection with the proposed transaction, AMB Property Corporation (AMB) has filed with
the SEC a registration statement on Form S-4 that includes a joint proxy statement of ProLogis and
AMB that also constitutes a prospectus of AMB. INVESTORS ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY CONTAIN
IMPORTANT INFORMATION. You may obtain a free copy of the joint proxy statement/prospectus and other
relevant documents filed by AMB and ProLogis with the SEC at the SECs website at www.sec.gov.
Copies of the documents filed by AMB with the SEC are available free of charge on AMBs website at
www.amb.com or by contacting AMB Investor Relations at (415) 394-9000. Copies of the documents
filed by ProLogis with the SEC are available free of charge on ProLogis website at
www.prologis.com or by contacting ProLogis Investor Relations at (303) 567-5690.
AMB and ProLogis and their respective directors and executive officers and other members of
management and employees may be deemed to be participants in the solicitation of proxies in respect
of the proposed transaction. You can find information about AMBs executive officers and directors
in AMBs Annual Report on Form 10-K filed with the SEC on February 18, 2011, as amended on Form
10-K/A filed with the SEC on March 10, 2011 and the definitive proxy statement filed with the SEC
on March 23, 2011. You can find information about ProLogis executive officers and directors in
ProLogis Annual Report on Form 10-K filed on February 28, 2011, as amended on Form 10-K/A filed
with the SEC on March 28, 2011 and definitive proxy statement filed with the SEC on March 30, 2010.
Additional information regarding the interests of such potential participants are included in the
joint proxy statement/prospectus and other relevant documents filed with the SEC as and when they
become available. You may obtain free copies of these documents from 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 of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.