Exhibit 3.1
ARTICLES OF MERGER
of
NEW PUMPKIN INC.
(a Maryland corporation)
with and into
AMB PROPERTY CORPORATION
(a Maryland corporation)
THIS IS TO CERTIFY THAT:
FIRST: New Pumpkin Inc., a Maryland corporation (New Pumpkin), and AMB
Property Corporation, a Maryland corporation (AMB), agree to merge (the Merger)
in the manner hereinafter set forth.
SECOND: AMB is the corporation to survive the Merger.
THIRD: Both AMB and New Pumpkin are incorporated under the laws of the State of
Maryland.
FOURTH: The principal office of AMB in the State of Maryland is located in Baltimore
City. The principal office of New Pumpkin in the State of Maryland is located in Baltimore City.
FIFTH: At the effective time of these Articles of Merger, the charter of AMB, as in
effect immediately prior to such effective time, shall be amended, as set forth in Exhibit
A hereto, in order to change the name of AMB from AMB Property Corporation to Prologis, Inc.
SIXTH: New Pumpkin beneficially owns an interest in land in the following counties in
the State of Maryland: Anne Arundel County, Baltimore County, Cecil County, Harford County, Howard
County and Prince Georges County. However, New Pumpkin does not hold title to such property.
SEVENTH: The total number of shares of all classes of stock which each corporation
party to these Articles has the authority to issue and the number of shares of each class are as
follows:
(a) AMB.
The total number of shares of all classes of stock which AMB has the authority to issue is
600,000,000, consisting of: (1) 500,000,000 shares of common stock, par value $0.01 per share
(AMB Common Stock); and (2) 100,000,000 shares of preferred stock, par value $0.01 per
share (AMB Preferred Stock), of which (a) 2,300,000 shares have been classified as Series
L Cumulative Redeemable Preferred Stock, (b) 2,300,000 shares have been classified as Series M
Cumulative Redeemable Preferred Stock, (c) 3,000,000 shares have been classified as Series O
Cumulative Redeemable Preferred Stock, (d) 2,000,000 shares have been classified as Series P
Cumulative Redeemable Preferred Stock, (e) 2,000,000 shares have been classified as Series Q
Cumulative Redeemable Preferred Stock (AMB Series Q Preferred Stock), (f) 5,000,000
shares have been classified as Series R Cumulative Redeemable Preferred Stock (AMB Series R
Preferred Stock), and (g)
5,000,000 shares have been classified as Series S Cumulative Redeemable Preferred Stock
(AMB Series S Preferred Stock). The aggregate par value of all the shares of all classes
of AMB is $6,000,000.
(b) New Pumpkin.
The total number of shares of all classes of stock which New Pumpkin has the authority to
issue is 750,000,000, consisting of: (1) 737,580,000 shares of common stock, par value $0.01 per
share (New Pumpkin Common Stock); and (2) 12,420,000 shares of preferred stock, par value
$0.01 per share (New Pumpkin Preferred Stock), of which (a) 2,300,000 shares have been
classified as Series C Cumulative Redeemable Preferred Stock (New Pumpkin Series C Preferred
Stock), (b) 5,060,000 shares have been classified as Series F Cumulative Redeemable Preferred
Stock (New Pumpkin Series F Preferred Stock), and (c) 5,060,000 shares have been
classified as Series G Cumulative Redeemable Preferred Stock (New Pumpkin Series G Preferred
Stock). The aggregate par value of all the shares of all classes of New Pumpkin is
$7,500,000.
EIGHTH: Upon the effective time of the Merger, (1) each issued and outstanding share
of New Pumpkin Common Stock shall be converted into 0.4464 of a newly issued, fully paid and
nonassessable share of AMB Common Stock, (2) each issued and outstanding share of New Pumpkin
Series C Preferred Stock shall be converted into one newly issued, fully paid and nonassessable
share of AMB Series Q Preferred Stock, (3) each issued and outstanding share of New Pumpkin Series
F Preferred Stock shall be converted into one newly issued, fully paid and nonassessable share of
AMB Series R Preferred Stock, (4) each issued and outstanding share of New Pumpkin Series G
Preferred Stock shall be converted into one newly issued, fully paid and nonassessable share of AMB
Series S Preferred Stock, and (5) each issued and outstanding security that is convertible into or
exercisable for shares of New Pumpkin Common Stock (each such security, a New Pumpkin
Convertible Security) shall be converted into a newly issued security that is convertible into
or exercisable for a number of shares of AMB Common Stock equal to the product of the number of
shares of New Pumpkin Common Stock into which or for which such New Pumpkin Convertible Security
was convertible or exercisable immediately prior to the effective time of the Merger multiplied by
0.4464. Each share of AMB Common Stock and AMB Preferred Stock issued and outstanding immediately
prior to the effective time of these Articles of Merger shall be unaffected by the Merger.
NINTH: The terms and conditions of the transaction described in these Articles of
Merger were duly advised, authorized and approved by New Pumpkin in the manner and by the vote
required by the laws of the State of Maryland and the charter of New Pumpkin, as follows:
(a) The Board of Directors of New Pumpkin, by written consent signed by all the members
thereof and filed with the minutes of proceedings of such board, adopted a resolution declaring
that the terms and conditions of the transaction described herein were advisable and directing that
the proposed transaction be submitted for consideration by the sole stockholder of New Pumpkin
entitled to vote thereon.
(b) A consent in writing, setting forth approval of the terms and conditions of the
transaction described herein as so proposed was signed by the sole stockholder of New Pumpkin
entitled to vote thereon, and such consent is filed with the records of stockholder meetings of New
Pumpkin.
TENTH: The terms and conditions of the transaction described in these Articles of
Merger were duly advised, authorized and approved by AMB in the manner and by the vote required by
the laws of the State of Maryland and the charter of AMB, as follows:
(a) At a meeting duly called and held, the Board of Directors of AMB unanimously adopted a
resolution declaring the Merger advisable on substantially the terms and conditions set forth or
referred to in said resolution and directing that the Merger be submitted for consideration at a
special meeting of the stockholders of AMB.
(b) At a special meeting of the stockholders of AMB duly called and held, the Merger was
approved by the stockholders by the vote and in the manner required by the charter of AMB and
Maryland law.
ELEVENTH: These Articles of Merger shall become effective at 12:01 a.m. Eastern
Daylight Time on June 3, 2011.
Each undersigned officer or authorized person, as the case may be, acknowledges these Articles
of Merger to be the corporate act of the respective corporate party on whose behalf he has signed,
and further, as to all matters or facts required to be verified under oath, each officer or
authorized person acknowledges that to the best of his knowledge, information and belief, these
matters and facts relating to the corporation on whose behalf he has signed are true in all
material respects and that this statement is made under the penalties for perjury.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, these Articles of Merger have been duly executed by the parties
hereto this 2nd day of June, 2011.
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ATTEST: |
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NEW PUMPKIN INC. |
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By:
Name:
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/s/ Edward S. Nekritz
Edward S. Nekritz
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By:
Name:
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/s/ Michael T. Blair
Michael T. Blair
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Title:
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General Counsel and Secretary
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Title:
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Vice President and Assistant Secretary |
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ATTEST: |
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AMB PROPERTY CORPORATION |
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By:
Name:
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/s/ Tamra D. Browne
Tamra D. Browne
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By:
Name:
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/s/ Thomas S. Olinger
Thomas S. Olinger
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Title:
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Senior Vice President, General
Counsel and
Secretary
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Title:
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Chief Financial Officer |
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EXHIBIT A
AMB PROPERTY CORPORATION
AMENDMENT TO CHARTER
(1) The charter (the Charter) of AMB Property Corporation, a Maryland corporation,
is hereby amended by amending and restating in its entirety Article I of the Articles of
Incorporation filed with the State Department of Assessments and Taxation of Maryland on November
24, 1997, and comprising a part of the Charter, as follows:
ARTICLE I
NAME OF THE CORPORATION
The name of the corporation (hereinafter the Corporation) is:
Prologis, Inc.