PropertyGuru Group Limited (NYSE: PGRU) (?PropertyGuru? or the ?Company?), Southeast Asia?s leading[1] property technology (?PropTech?) company, today announced that it has entered into an agreement and plan of merger (the ?Merger Agreement?) with affiliates of BPEA Private Equity Fund VIII Limited (?EQT Private Capital Asia?), part of EQT AB, a purpose-driven global investment organization, pursuant to which the Company will be acquired by EQT Private Capital Asia in an all-cash transaction (the ?Merger?) that values PropertyGuru at an equity value of approximately USD 1.1 billion. PropertyGuru?s Board of Directors, acting upon the recommendation of a special committee (the ?Special Committee?) of PropertyGuru?s Board of Directors, has unanimously approved and resolved to recommend approval of the Merger by PropertyGuru?s shareholders. The Special Committee negotiated the terms of the Merger Agreement with assistance of financial and legal advisors.
Under the terms of the Merger Agreement, at the effective time of the Merger, each ordinary share of the Company issued and outstanding immediately prior to the effective time (other than certain excluded shares) will be cancelled and converted automatically into the right to receive an amount in cash equal to USD 6.70 per share, without interest.
The merger consideration represents a 52% premium to PropertyGuru?s closing share price on May 21, 2024, the last unaffected trading day prior to media speculation regarding a potential transaction, and a 75% and 86% premium to the Company?s 30-day and 90-day volume-weighted average share price, respectively, for the period ending May 21, 2024.
Major shareholders, TPG Asia VI SF Pte. Ltd. and TPG Asia VI SPV GP LLC, in its capacity as general partner of TPG Asia VI Digs 1 L.P. (collectively, ?TPG?) and Epsilon Asia Holdings II Pte. Ltd., an entity managed by global investment fund KKR (?KKR?), which hold a combined 56% ownership of ordinary shares outstanding, have entered into voting and support agreements with the Company and EQT Private Capital Asia in support of the Merger.
Hari V. Krishnan, CEO & MD, PropertyGuru Group, said, ?We are pleased to embark on this new chapter with EQT. This partnership follows years of transformative growth, supported by TPG and KKR, which has established us as Southeast Asia?s leading PropTech platform. As we continue to innovate and deliver value to our consumers, customers, and stakeholders across the region, EQT?s global expertise in building marketplaces and commitment to sustainable growth will further strengthen our vision to power communities to live, work, and thrive in tomorrow's cities."
Janice Leow, Partner in the EQT Private Capital Asia advisory team and Head of EQT Private Capital Southeast Asia, said, ?PropertyGuru has firmly established itself as the leading property marketplace platform in Southeast Asia, and we are deeply impressed by the strong foundation it has built over the past 17 years as well as with its talented team. We believe our offer provides shareholders with compelling value and certainty, while strategically positioning PropertyGuru to fully harness its long-term growth potential. With EQT's significant experience in the technology, online classifieds and marketplace sectors, we aim to further strengthen PropertyGuru's platform, driving enhanced innovation and deeper engagement with its consumers, customers and stakeholders.?
Transaction Details
The transaction is expected to close in Q4 2024 or Q1 2025, subject to customary closing conditions, including approval by PropertyGuru?s shareholders and receipt of regulatory approvals. The transaction is not subject to a financing condition.
Upon completion of the transaction, PropertyGuru?s shares will no longer trade on the New York Stock Exchange, and PropertyGuru will become a private company. PropertyGuru?s headquarters will remain in Singapore.
Advisors
Moelis & Company LLC is serving as financial advisor to the Special Committee and Freshfields Bruckhaus Deringer LLP is serving as legal counsel to the Special Committee. Morgan Stanley Asia (Singapore) Pte. is serving as financial advisor to EQT Private Capital Asia, and Ropes & Gray LLP is acting as legal advisor to EQT Private Capital Asia. J.P. Morgan Securities Asia Private Limited is serving as financial advisor to KKR and TPG, and Latham & Watkins LLP is serving as legal advisor to KKR and TPG.
Additional Information about the Merger
The Company will furnish to the U.S. Securities and Exchange Commission (the ?SEC?) a current report on Form 6-K regarding the Merger, which will include the Merger Agreement as an exhibit thereto. All parties desiring details regarding the Merger are urged to review these documents, which will be available at the SEC?s website (http://www.sec.gov).
In connection with the Merger, the Company will prepare and mail or otherwise provide to its shareholders a proxy statement that will include a copy of the Merger Agreement. INVESTORS AND SHAREHOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE PROXY STATEMENT AND OTHER MATERIALS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE MERGER, AND RELATED MATTERS. Shareholders also will be able to obtain these documents, as well as other filings containing information about the Company, the Merger and related matters, without charge from the SEC?s website (http://www.sec.gov).
This announcement is neither a solicitation of a proxy, an offer to purchase nor a solicitation of an offer to sell any securities and it is not a substitute for any proxy statement or other filings that may be made with the SEC should the Merger proceed.
[1] Based on SimilarWeb data between October 2023 and March 2024.