- PropertyGuru is Southeast Asia’s #1 digital property
marketplace with leading positions in Singapore, Vietnam, Malaysia
and Thailand1
- Transaction proceeds will be used to further accelerate organic
growth and pursue M&A opportunities
- Transaction values PropertyGuru at an enterprise value of
approximately US$1.35 billion and an equity value of approximately
US$1.78 billion
- Transaction includes a fully committed US$100 million PIPE with
participation from Baillie Gifford, Naya, REA Group, Akaris Global
Partners, and one of Malaysia’s largest asset managers; REA Group
has also committed to an additional US$32 million investment
- PropertyGuru’s shareholders, including KKR, TPG Capital and REA
Group, will retain over 70% ownership2 of the listed company
PropertyGuru Pte. Ltd. (“PropertyGuru” or “the Company”),
Southeast Asia’s leading property technology (“PropTech”) company1,
and Bridgetown 2 Holdings Limited (NASDAQ: BTNB) (“Bridgetown 2”),
a special purpose acquisition company formed by Pacific Century
Group (“Pacific Century”) and Thiel Capital LLC (“Thiel Capital”),
announced today that they have entered into a business combination
agreement. Upon closing, the combined company is expected to begin
trading on the New York Stock Exchange (“NYSE”).
Founded in 2007, PropertyGuru has grown to become Southeast
Asia’s #1 digital property marketplace with leading positions in
Singapore, Vietnam, Malaysia and Thailand1. The Company currently
hosts more than 2.8 million monthly real estate listings and serves
37 million monthly property seekers and 49,000 active property
agents across the five largest economies in Southeast Asia –
Indonesia, Malaysia, Singapore, Thailand and Vietnam.
PropertyGuru provides digital property marketplaces to match
buyers and tenants with sellers and landlords; digital marketing
services for property agents and developers; SaaS-based sales
process automation for property developers, a digital mortgage
marketplace and brokerage, and property data consultancy services
for banks, valuers and property developers. The Company’s PropTech
business model leverages proprietary data and technology to drive
greater transparency and efficiency in the market and deliver a
trusted platform for agents, consumers, developers and banks.
PropertyGuru’s high growth business delivered an average annual
revenue growth of approximately 25%3 in the four years preceding
the COVID-19 pandemic, and its pro-forma revenue is expected to
have a compounded annual growth rate of 29% between CY20A and
CY25F.
Well-Positioned to Capture Long-Term Market
Opportunities
Southeast Asia is estimated to become the fourth largest economy
in the world by 20304, driven by long-term macroeconomic trends,
including urbanization, a rising middle class and digitalization.
These favorable dynamics are creating significant opportunities in
the region’s property market as an increasingly affluent and
digital-first population seeks property across the region.
PropertyGuru has positioned itself to capture these growth
opportunities through continued investment in its products and
services to stay ahead of the evolving market and made a series of
strategic acquisitions to add new capabilities and extend its
leadership position. Over the last 18 months, the Company has:
- Announced the acquisition of REA Group’s Malaysia and Thailand
assets. The transaction is expected to close by the end of July
2021 – mid-August 2021.
- Acquired MyProperty Data, Malaysia’s largest online property
data company.
- Introduced FastKey Storyteller – an immersive content
experience that brings new projects to the buyer’s doorstep for
viewing and to express interest, without having to wait for the
construction of the sales gallery.
- Launched PropertyGuru Finance – a digital mortgage marketplace
and brokerage that offers smart, frictionless home financing
financial services.
- Introduced PropertyGuru Lens – a visual search feature that
allows users to find property in the real world through their smart
phone camera.
The Company expects that its continued investments will enable
it to emerge from the pandemic even stronger. It also expects that
the growth of its core offerings will allow it to successfully
expand into adjacent opportunities, such as Developer Operating
Systems and Home Services.
Management Commentary
Hari V. Krishnan, Chief Executive Officer and Managing
Director, PropertyGuru Group, said, “We have established a
market leadership position in the Southeast Asian property
ecosystem and a track record of revenue growth. Much of our success
is the result of our investment in technology over the years and
capturing strategic growth opportunities in recent times.
We have a story to be told and found the right partner to help
us tell it to public market investors. We are delighted to partner
with Bridgetown 2 as we accelerate our mission to be the trusted
advisor for property. This process of becoming a public company
will provide us with greater financial resources to do what we do
best – helping people find, finance and own their homes in an
efficient and transparent manner. We believe the strategic,
proactive steps that we have taken over the past 18 months will
enable us to stay ahead of the market’s evolving needs, which are
increasingly being shaped by the growth of affluent and
digitally-enabled populations living in cities across Southeast
Asia.”
Matt Danzeisen, Chairman, Bridgetown 2, said, “We
evaluated a number of very impressive companies across Southeast
Asia and PropertyGuru is the perfect fit for us. The Company is a
category leader and category creator – they helped define the
PropTech industry in Southeast Asia and have taken it to new
heights by leveraging technology and data to create a trusted and
transparent digital property marketplace. We believe PropertyGuru
is just scratching the surface of what it can deliver as Southeast
Asia’s property market continues to accelerate, and we are excited
to work with Hari and his talented team to capture the incredible
opportunities that lie ahead.”
Peter Thiel, President, Thiel Capital, said, “The market
for property is probably the oldest market in the world, and only
now is it beginning to change rapidly. As PropertyGuru spearheads
that change in Southeast Asia, Bridgetown 2 will provide capital
and expertise to accelerate it even further.”
Richard Li, Founder and Chairman, Pacific Century Group,
said, “Southeast Asia is a unique market in that it has very high
economic growth but lacks quality services in many sectors. Fast
growing middle-class, increased urbanization and technological
disruption create a unique combination. We recognize the
transformational impact of these long-term trends and are focused
on operating our own core business and investing in local champions
that are successfully leveraging technology to reshape the region’s
economy and how people carry out their everyday lives.”
Transaction Overview
The combined company will have an enterprise value of
approximately US$1.35 billion and an equity value of approximately
US$1.78 billion at closing.
The transaction is expected to deliver up to US$431 million of
gross proceeds through the contribution of up to US$299 million of
cash held in Bridgetown 2’s trust account, a concurrent US$100
million private placement (“PIPE”) of common stock anchored by
Baillie Gifford, Naya, REA Group, Akaris Global Partners, and one
of Malaysia’s largest asset managers, priced at US$10.00 per share,
and an additional US$32 million equity investment from REA Group.
KKR, TPG Group and REA Group will roll 100% of their equity into
the combined company, demonstrating their continued commitment to
the Company’s growth strategy5.
The transaction is expected to close in the fourth quarter of
2021 or first quarter of 2022, subject to regulatory and
stockholder approvals, and other customary closing conditions.
PropertyGuru’s management team, led by Chief Executive Officer
and Managing Director Hari V. Krishnan and Chief Financial Officer
Joe Dische will continue to lead the public company after the
completion of the transaction.
Advisors
Merrill Lynch (Singapore) Pte. Ltd. is serving as exclusive
financial advisor to PropertyGuru. Latham & Watkins LLP and
Allen & Gledhill LLP are serving as legal advisors to
PropertyGuru.
Merrill Lynch (Singapore) Pte. Ltd., Citigroup Global Markets
Inc., KKR Capital Markets Asia Limited and TPG Capital BD, LLC are
serving as placement agents to Bridgetown 2. Skadden, Arps, Slate,
Meagher & Flom LLP and Rajah & Tann Singapore LLP are
serving as legal advisors to Bridgetown 2.
Investor Presentation
PropertyGuru and Bridgetown 2 have posted an investor
presentation to their respective websites, which can be accessed
here and here.
Bridgetown 2 filed a Current Report on Form 8-K, which includes
a copy of the business combination agreement and the investor
presentation, with the Securities and Exchange Commission and is
available at www.sec.gov.
About PropertyGuru Group
PropertyGuru Group is Southeast Asia’s leading property
technology company1 and the preferred destination for 37 million
property seekers to find their dream home, every month.
PropertyGuru and its group companies empower property seekers with
more than 2.8 million real estate listings, in-depth insights, and
solutions that enable them to make confident property decisions
across Singapore, Malaysia, Thailand, Indonesia, and Vietnam.
PropertyGuru.com.sg was launched in 2007 and has helped to drive
the Singapore property market online and has made property search
transparent for the property seeker. Over the decade, the Group has
grown into a high-growth technology company with a robust portfolio
of leading property portals across its core markets1; award-winning
mobile apps; a high quality developer sales enablement platform,
FastKey; mortgage marketplace PropertyGuru Finance; and a host of
other property offerings including Awards, events and publications
across Asia.
For more information, please visit www.PropertyGuruGroup.com;
https://www.linkedin.com/company/propertyguru
About Bridgetown 2
Holdings
Bridgetown 2 Holdings Limited is a blank check company
incorporated for the purpose of effecting a merger, share exchange,
asset acquisition, share purchase, reorganization or similar
business combination with one or more businesses, with a focus on
technology, financial services, or media sectors in Southeast Asia.
The company is formed by Pacific Century Group and Thiel Capital,
led by Chief Executive Officer and Chief Financial Officer, Daniel
Wong, and Chairman Matt Danzeisen.
For more information, please visit
https://www.bridgetownholdings.co/
Forward-Looking Statements
This document includes “forward-looking statements” within the
meaning of the federal securities laws with respect to the proposed
transaction between PropertyGuru Pte. Ltd. (“Property Guru”),
PropertyGuru Group Limited and Bridgetown 2 Holdings Limited
(“Bridgetown 2”), and also contains certain financial forecasts and
projections. All statements other than statements of historical
fact contained in this document, including, but not limited to,
statements as to future results of operations and financial
position, planned products and services, business strategy and
plans, objectives of management for future operations of
PropertyGuru, market size and growth opportunities, competitive
position, technological and market trends and the potential
benefits and expectations related to the terms and timing of the
proposed transactions, are forward-looking statements. Some of
these forward-looking statements can be identified by the use of
forward-looking words, including “outlook,” “believes,” “expects,”
“potential,” “continues,” “may,” “will,” “should,” “could,”
“seeks,” “predicts,” “intends,” “trends,” “plans,” “estimates,”
“anticipates” or the negative version of these words or other
comparable words. All forward-looking statements are based upon
estimates and forecasts and reflect the views, assumptions,
expectations, and opinions of Bridgetown 2 and PropertyGuru, which
are all subject to change due to various factors including, without
limitation, changes in general economic conditions as a result of
COVID-19. Any such estimates, assumptions, expectations, forecasts,
views or opinions, whether or not identified in this document,
should be regarded as indicative, preliminary and for illustrative
purposes only and should not be relied upon as being necessarily
indicative of future results.
The forward-looking statements and financial forecasts and
projections contained in this document are subject to a number of
factors, risks and uncertainties. Potential risks and uncertainties
that could cause the actual results to differ materially from those
expressed or implied by forward-looking statements include, but are
not limited to, changes in domestic and foreign business, market,
financial, political and legal conditions; the timing and structure
of the business combination; changes to the proposed structure of
the business combination that may be required or appropriate as a
result of applicable laws or regulations; the inability of the
parties to successfully or timely consummate the business
combination, the PIPE investment and other transactions in
connection therewith, including as a result of the COVID-19
pandemic or the risk that any regulatory approvals are not
obtained, are delayed or are subject to unanticipated conditions
that could adversely affect the combined company or the expected
benefits of the business combination or that the approval of the
shareholders of Bridgetown 2 or PropertyGuru is not obtained; the
risk that the business combination disrupts current plans and
operations of Bridgetown 2 or PropertyGuru as a result of the
announcement and consummation of the business combination; the
ability of PropertyGuru to grow and manage growth profitably and
retain its key employees including its chief executive officer and
executive team; the inability to obtain or maintain the listing of
the post-acquisition company’s securities on the NYSE following the
business combination; failure to realize the anticipated benefits
of business combination; risk relating to the uncertainty of the
projected financial information with respect to PropertyGuru; the
amount of redemption requests made by Bridgetown 2’s shareholders
and the amount of funds available in the Bridgetown 2 trust
account; PropertyGuru’s ability to attract new and retain existing
customers in a cost effective manner; competitive pressures in and
any disruption to the industry in which PropertyGuru and its
subsidiaries (the “Group”) operates; the Group’s ability to achieve
profitability despite a history of losses; the Group’s ability to
implement its growth strategies and manage its growth; customers of
the Group continuing to make valuable contributions to its
platform, the Group’s ability to meet consumer expectations; the
success of the Group’s new product or service offerings; the
Group’s ability to produce accurate forecasts of its operating and
financial results; the Group’s ability to attract traffic to its
websites; the Group’s ability to assess property values accurately;
the Group’s internal controls; fluctuations in foreign currency
exchange rates; the Group’s ability to raise capital; media
coverage of the Group; the Group’s ability to obtain insurance
coverage; changes in the regulatory environments (such as
anti-trust laws, foreign ownership restrictions and tax regimes) of
the countries in which the Group operates, general economic
conditions in the countries in which the Group operates, the
Group’s ability to attract and retain management and skilled
employees, the impact of the COVID-19 pandemic on the business of
the Group, the success of the Group’s strategic investments and
acquisitions, changes in the Group’s relationship with its current
customers, suppliers and service providers, disruptions to
information technology systems and networks, the Group’s ability to
grow and protect its brand and the Group’s reputation, the Group’s
ability to protect its intellectual property; changes in regulation
and other contingencies; the Group’s ability to achieve tax
efficiencies of its corporate structure and intercompany
arrangements; the fact that closing (the “REA Closing”) of the
Group’s contemplated purchase of the Malaysian and Thai Assets of
REA Group Ltd. (“REA”) is subject to the satisfaction of certain
closing conditions, including REA’s divestment of its 27% interest
in 99 Group (the operator of the websites 99.co, iProperty.com.sg
and rumah123.com), failing which the REA Closing may not occur;
potential and future litigation that the Group may be involved in;
unanticipated losses, write-downs or write-offs, restructuring and
impairment or other charges, taxes or other liabilities that may be
incurred or required subsequent to, or in connection with, the
consummation of the Business Combination and technological
advancements in the Group’s industry. The foregoing list of factors
is not exhaustive. You should carefully consider the foregoing
factors and the other risks and uncertainties described in the
“Risk Factors” section of PubCo’s registration statement on Form
F-4, the proxy statement/consent solicitation statement/prospectus
discussed below, Bridgetown 2’s Quarterly Report on Form 10-Q and
other documents filed by PubCo or Bridgetown 2 from time to time
with the U.S. Securities and Exchange Commission (the “SEC”). These
filings identify and address other important risks and
uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements.
In addition, there may be additional risks that neither Bridgetown
2 nor PropertyGuru presently know, or that Bridgetown 2 or
PropertyGuru currently believe are immaterial, that could also
cause actual results to differ from those contained in the
forward-looking statements. Forward-looking statements reflect
Bridgetown 2’s and PropertyGuru’s expectations, plans, projections
or forecasts of future events and view. If any of the risks
materialize or Bridgetown 2’s or PropertyGuru’s assumptions prove
incorrect, actual results could differ materially from the results
implied by these forward-looking statements.
Forward-looking statements speak only as of the date they are
made. Bridgetown 2 and PropertyGuru anticipate that subsequent
events and developments may cause their assessments to change.
However, while PubCo, Bridgetown 2 and PropertyGuru may elect to
update these forward-looking statements at some point in the
future, PubCo, Bridgetown 2 and PropertyGuru specifically disclaim
any obligation to do so, except as required by law. The inclusion
of any statement in this document does not constitute an admission
by PropertyGuru nor Bridgetown 2 or any other person that the
events or circumstances described in such statement are material.
These forward-looking statements should not be relied upon as
representing Bridgetown 2’s or PropertyGuru’s assessments as of any
date subsequent to the date of this document. Accordingly, undue
reliance should not be placed upon the forward-looking statements.
In addition, the analyses of PropertyGuru and Bridgetown 2
contained herein are not, and do not purport to be, appraisals of
the securities, assets or business of the PropertyGuru, Bridgetown
2 or any other entity.
Non-IFRS Financial Measures
This document may also include references to non-IFRS financial
measures. Such non-IFRS measures should be considered only as
supplemental to, and not as an alternative to, financial measures
prepared in accordance with IFRS, and such non-IFRS measures may
not be comparable to similarly titled non-IFRS financial measures
used by other companies.
Participants in the Solicitation
Bridgetown 2, PubCo and PropertyGuru and certain of their
respective directors, executive officers and other members of
management and employees may, under SEC rules, be deemed to be
participants in the solicitations of proxies from Bridgetown 2’s
shareholders in connection with the proposed transactions.
Information regarding the persons who may, under SEC rules, be
deemed participants in the solicitation of Bridgetown 2’s
shareholders in connection with the proposed transactions will be
set forth in PubCo’s proxy statement/prospectus when it is filed
with the SEC. You can find more information about Bridgetown 2’s
directors and executive officers in Bridgetown 2’s final prospectus
filed with the SEC on January 27, 2021. Additional information
regarding the participants in the proxy solicitation and a
description of their direct and indirect interests will be included
in the proxy statement/prospectus when it becomes available.
Shareholders, potential investors and other interested persons
should read the proxy statement/prospectus carefully when it
becomes available before making any voting or investment decisions.
You may obtain free copies of these documents from the sources
indicated above.
No Offer or Solicitation
This document is for informational purposes only and shall not
constitute an offer to sell or the solicitation of an offer to buy
any securities pursuant to the proposed transactions or otherwise,
nor shall there be any sale of securities in any jurisdiction in
which the offer, solicitation or sale would be unlawful prior to
the registration or qualification under the securities laws of any
such jurisdiction. No offer of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
1 In terms of relative engagement market share based on
SimilarWeb data. 2 Includes the impact of the acquisition of REA
Group’s Malaysian and Thai assets which is expected to close end
July 2021 – mid August 2021. Excludes additional primary shares
taken up by REA Group as part of the PIPE. Assumes no SPAC
shareholders elect to have their SPAC shares redeemed for cash as
permitted. 3 Based on statutory accounts prepared in accordance
with Singapore Financial Reporting Standards. 4 According to the
Singapore Business Review, ASEAN to become world's fourth largest
economy for 2030: Singapore PM Lee, August 2018 5 Assumes no SPAC
shareholders elect to have their SPAC shares redeemed for cash as
permitted.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210723005468/en/
For PropertyGuru: Sheena Chopra
sheena@propertyguru.com.sg +65 9247 5651 Sard Verbinnen & Co
Ron Low and Yin Ai – Asia Liz Zale and Danya Al-Qattan – U.S.
PropertyGuru-SVC@sardverb.com For Bridgetown 2 Holdings
Pansy Poon +852 6609 8565 Pansy.yt.poon@pcg-group.com Karin Wong
+852 9755 6265 Karin.Wong@pcg-group.com
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