Belgium and French REITs join forces in friendly, all-share merger

WDP shared its ambitions to become a larger-than-€10 billion European supply chain infrastructure solutions platform early in 2026, as part of its #BLEND&EXTEND2030 multi-year growth plan. By coming together, Argan and WDP realise this vision, creating a portfolio exceeding €13 billion gross asset value (GAV), with more than €700 million of annualised rental income and a committed pipeline of around €1 billion.

In turn, Argan aims to further expand in the French logistics real estate market; one of Europe’s largest and still predominantly fragmented markets. Both organisations’ French operations will be integrated into a €5 billion national logistics company, bringing together Argan’s experienced team of around 30 specialists with WDP France’s team of six people. This collaboration leverages Argan’s extensive local market knowledge, recognised brand value, in-house development expertise and long-standing customer relationships alongside WDP’s reach and strong financial capacity.

“For more than 25 years, each of us has built a market-leading platform…with the same DNA: client-centric entrepreneurship, disciplined growth and a focus on sustainable earnings growth and attractive total returns – anchored by family shareholders with long-term vision,” shares WDP CEO Joost Uwents. “This industrial project takes both stories to European scale…[and lays] the foundation for the next 25 years."

WDP also plans to list on Euronext Paris ahead of its general meetings scheduled for the final quarter of 2026, in addition to its current Euronext Brussels and Amsterdam listings. This is predicted to broaden the company’s investor base, improve its trading liquidity and further strengthen its capital markets profile. Furthermore, WDP anticipates the additional listing will ensure the Argan-combined group's continued inclusion in the SBF 120 index, next to its own inclusion in the Belgian BEL 20 and the Dutch AEX indices.

Moreover, with its entry into France, WDP is now well-positioned to further expand into Italy and Spain – the next phase of its growth strategy.

Subsequently, Argan sees substantial cross-selling opportunities as the newly combined organisation – spanning eight countries – takes the number one market position in the Benelux and a leading position in Romania. It will also be the largest listed logistics real estate platform in Western Europe.

“I believe this transaction represents a compelling opportunity for Argan, its employees, clients and shareholders,” says founder, chairman of the supervisory board and representative of Kerlan, the Le Lan family office. “By combining ARGAN's leading position in France with WDP's European platform, we create a stronger company with enhanced growth prospects and the resources to continue supporting our customers over the long term, and I look forward to being part of the next chapter of the combined group."

Two families with a shared DNA
The friendly merger was formed on the basis of both family businesses’ shared entrepreneurial DNA. Founded and developed by the Le Lan and Jos De Pauw families, respectively, Argan and WDP share a long-term vision, a client-centric focus and a disciplined approach to profitable growth and capital allocation.

The entrepreneurial, client-centric culture will form the core of the new group. “We believe this combination is a natural continuation of that legacy: preserving what made both companies successful while creating the scale and resources for the next generation of European growth,” says Isabelle De Pauw and Bernard Boel, board representatives of Family De Pauw, which remains the reference shareholder of WDP still today. “As long-term shareholders, we are proud to support this industrial project and the value it will create for future generations.”

The common draft terms of the merger are unanimously supported by the board of directors of WDP and the supervisory board of Argan. Separate voting commitments have also been entered into by the Le Lan family (including the stake held by its investment vehicle, Kerlan), the founding and reference shareholder of Argan, Crédit Agricole Assurances (through its subsidiary Predica), and RTKA (the Jos De Pauw family’s investment vehicle).

Reflecting the Le Lan family's significant interest in the combined group and its confidence in the merits of the merger, one member will join the WDP board of directors. The rest of WDP’s board composition will stay unchanged.

Argan shareholders will receive three newly issued WDP shares for each Argan share held. Additionally, the company will propose an exceptional distribution of €11 per share prior to the merger.

“By combining Argan's established position in France with WDP's European network and unique credit profile, together we create a stronger, even more resilient company, built on the same financial discipline that has shaped both companies,” shares WDP chairman Rik Vandenberghe.

“The new combined company is well positioned to deliver sustainable earnings, dividend growth and value for its clients and shareholders,” he adds, referring to the resultig over-six-percent dividend step-up and enhanced share liquidity expected for Argan shareholders, as well as an over 10 percent total accounting return for WDP shareholders.

Success is subject to advisors and approvals
The deal’s execution remains subject to standard closing conditions. These include shareholder approval at extraordinary general meetings (EGMs) for both WDP and Argan – scheduled for November 2026 – alongside required regulatory approvals, a favourable French tax ruling, the implementation of Argan’s hive-down, and formal approval of the exceptional distribution. Voting commitments entered into by key reference shareholders also remain subject to customary termination provisions should these conditions not be met.

Under French cross-border merger regulations, dissenting Argan shareholders who vote against the transaction will be offered a cash exit right. This exit right is set at a baseline valuation of €71.10 per share, which will be adjusted downward to account for the €11 per share exceptional distribution and paid in cash post-completion.

To ensure regulatory compliance across jurisdictions, independent appraisals and reports will be submitted prior to the EGMs:

• In France, an independent merger appraiser (commissaire à la fusion) will be appointed by the President of the Commercial Court of Nanterre to evaluate the terms.
• In Belgium (in accordance with local law), WDP’s statutory auditor will prepare a comprehensive report on the draft merger terms without appointing a separate appraiser.

The deal is being supported by a comprehensive panel of financial, legal and tax advisors, including:

• Rothschild & Co and Van Lanschot Kempen (financial), Eubelius and Bredin Prat (legal), as well as Deloitte (tax) – WDP
• BNP Paribas (financial), Brandford Griffith & Associés (legal), and CMS Francis Lefebvre (tax) – Argan
• Crédit Agricole Corporate & Investment Bank (financial) and BDGS Associés (legal) – Crédit Agricole Assurances