ESR-REIT (SGX:J91U) agreed to acquire ARA LOGOS Logistics Trust (SGX:K2LU) for SGD 1.27 billion on October 15, 2021. AS per the filing on January 22, 2022, the payment of cash consideration, will be revised from a sum of SGD 0.095 in cash to SGD 0.097 in cash and the allotment and issuance of new ESR-REIT Units for each ALOG Unit, will be revised from 1.6765 new ESR-REIT Units to 1.7729 new ESR-REIT Units. ESR-REIT agreed to acquire ARA LOGOS Logistics Trust for SGD 1.35 billion as per the revised value. ESR-REIT will pay a sum of SGD 0.095 in cash and the allotment and issuance of 1.6765 new ESR-REIT Units at an issue price of SGD 0.510 for each Consideration Unit for each unit of ARA LOGOS. The total consideration for the Proposed Merger is approximately SGD 1.4 billion based on the Scheme Consideration of SGD 0.95 for each ALOG Unit. ESR-REIT through its wholly-owned subsidiary ESR-LOGOS REIT AUS (MTN) Pty Ltd have entered into a SDG 835 million and SGD 365 million unsecured loan facilities agreement, of which the Cash Consideration payable to the ARA LOGOS Unitholders and the refinancing in full of the indebtedness under the existing loan facilities granted to ARA LOGOS (acting through the ALOG Trustee) will be financed from the proceeds of Term Loan and Revolving Loan Facility of SGD 835 million from DBS Bank. Upon completion of the Proposed Merger, the Enlarged REIT will be renamed ESR-LOGOS REIT and ESR Group is expected to hold approximately 10.9% of the total issued units in E-LOG. Adrian Chui will continue to be the Chief Executive Officer of the ESR-REIT Manager, while Karen Lee will join the ESR-REIT Manager as the Deputy Chief Executive Officer. Upon completion of the Scheme, ALOG will be wholly-owned by the ESR-REIT Trustee and will, subject to the approval of the SGX-ST, be delisted and removed from the Official List of the SGX-ST. In case of termination, a break fee of SGD 7.5 million is payable by either side depending upon certain circumstances. In relation to the merger of ESR-REIT and ARA LOGOS Logistics Trust, 38,255,683 new Units were issued as payment for the acquisition fee to ESR-LOGOS Funds Management (S) Limited and 5,086,910 new Units were issued as partial payment for ESR-LOGOS Funds Management (S) Limited's base fees and the ESRLOGOS Property Management (S) Pte Ltd's property management fees for the period from January 1, 2022 to 31 March 2022.

As per the filing on January 22, 2022, the Proposed ARA Acquisition was completed on January 20, 2022. As on March 21, 2022, ESR-REIT and ALOG Unitholders Approve the merger. The transaction is subject to Conditional upon the completion of ESR Cayman Ltd (“ESR”) and ARA Asset Management Ltd (“ARA”) merger to form ESR Group, Singapore Court, regulatory approval, ALOG Unitholders approval and ESR-REIT Unitholders' Approval. As of March 21, 2022, subject to obtaining the necessary approvals and satisfaction and/or waiver of other conditions of the Scheme, the Merger is expected to become effective by the end of April 2022, following which ALOG will be delisted from the SGX-ST in or around May 2022. The transaction is expected to close by 1Q 2022. As per the article on April 12, 2022, the transaction is expected to close on April 22, 2022. The transaction is Value Accretive to ALOG Unitholders.

BofA Securities, Inc, Merrill Lynch (Singapore) Pte. Ltd., Ho Han Tsung, Andrew Lau and Jessica Karyono of ING Bank N.V. and DBS Bank Ltd are the financial advisers, Citigate acted as PR advisor, KPMG N.V. acted as accountant and Allen & Gledhill acted as legal advisors to the ALOG manager in respect of the Proposed Merger and the Scheme. Citigroup Global Markets Singapore Pte. Ltd. and Maybank Kim Eng Securities Pte. Ltd are the financial advisers to the ESR-REIT manager in respect of the Proposed Merger and the Scheme. Rothschild (Singapore) Limited acted as financial advisor for Audit, Risk Management and Compliance Committee of ESR-REIT.