PropertyGuru Group Limited (NYSE: PGRU) (“PropertyGuru” or the
“Company”), Southeast Asia’s leading1 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.
About PropertyGuru Group
PropertyGuru is Southeast Asia’s leading1 PropTech company, and
the preferred destination for over 28 million property seekers2 to
connect with over 46,000 agents monthly3 to find their dream home.
PropertyGuru empowers property seekers with more than 2.1 million
real estate listings4, in-depth insights, and solutions that enable
them to make confident property decisions across Singapore,
Malaysia, Thailand and Vietnam.
PropertyGuru.com.sg was launched in Singapore in 2007 and since
then, PropertyGuru Group has made the property journey a
transparent one for property seekers in Southeast Asia. In the last
17 years, PropertyGuru has grown into a high-growth PropTech
company with a robust portfolio including leading property
marketplaces and award-winning mobile apps across its core markets;
mortgage marketplace, PropertyGuru Finance; home services platform,
Sendhelper; a host of proprietary enterprise solutions under
PropertyGuru For Business including DataSense, ValueNet, Awards,
events and publications across Asia.
For more information, please visit: PropertyGuruGroup.com;
PropertyGuru Group on LinkedIn.
About EQT EQT is a purpose-driven global investment
organization with EUR 246 billion in total assets under management
(EUR 133 billion in fee-generating assets under management), within
two business segments – Private Capital and Real Assets. EQT owns
portfolio companies and assets in Europe, Asia-Pacific and the
Americas and supports them in achieving sustainable growth,
operational excellence and market leadership.
More info: www.eqtgroup.com Follow EQT on LinkedIn, X, YouTube
and Instagram
Forward-Looking Statements
Forward-looking statements in this announcement, which are not
historical facts, are “forward-looking statements” within the
meaning of the Private Securities Litigation Reform Act of 1995.
These statements include statements regarding the Merger involving
the Company, and affiliates of EQT Private Capital Asia. In some
cases, readers can identify forward-looking statements because they
contain words such as “may,” “will,” “shall,” “should,” “expects,”
“plans,” “anticipates,” “could,” “intends,” “target,” “projects,”
“contemplates,” “believes,” “estimates,” “predicts,” “potential,”
“goal,” “objective,” “seeks,” or “continue” or the negative of
these words or other similar terms or expressions that concern the
Company’s expectations, strategy, plans, or intentions. Such
forward-looking statements are necessarily based upon estimates and
assumptions that, while considered reasonable by the Company and
its management, are inherently uncertain. Factors that may cause
actual results to differ materially from current expectations
include, but are not limited to: the ability of the parties to
consummate the Merger in a timely manner or at all; the
satisfaction (or waiver) of closing conditions to the consummation
of the Merger; potential delays in consummating the Merger; the
ability of the Company to timely and successfully achieve the
anticipated benefits of the Merger; the occurrence of any event,
change or other circumstance or condition that could give rise to
the termination of the Merger; the Company’s ability to implement
its business strategy; significant transaction costs associated
with the Merger; potential litigation relating to the Merger; the
risk that disruptions from the Merger will harm the Company’s
business, including current plans and operations; the ability of
the Company to retain and hire key personnel; potential adverse
reactions or changes to business relationships resulting from the
announcement or completion of the Merger; legislative, regulatory
and economic developments affecting the Company’s business; changes
in domestic and foreign business, market, financial, political and
legal conditions; the evolving legal, regulatory and tax regimes
under which the Company operates; potential business uncertainty,
including changes to existing business relationships, during the
pendency of the Merger that could affect the Company’s financial
performance; restrictions during the pendency of the Merger that
may impact the Company’s ability to pursue certain business
opportunities or strategic transactions; unpredictability and
severity of catastrophic events, including, but not limited to,
acts of terrorism or outbreak of war or hostilities; competitive
pressures in and any disruption to the industry in which the
Company and its subsidiaries operates, as well as the Company’s
response to any of the aforementioned factors; and other risks
discussed in the Company’s filings with the SEC.
All forward-looking statements attributable to the Company or
persons acting on the Company’s behalf are expressly qualified in
their entirety by the cautionary statements set forth above.
Readers are cautioned not to place undue reliance on any
forward-looking statements, which are made only as of the date of
this announcement. The Company does not undertake or assume any
obligation to update publicly any of these forward-looking
statements to reflect actual results, new information or future
events, changes in assumptions or changes in other factors
affecting forward-looking statements, except to the extent required
by applicable law. If the Company updates one or more
forward-looking statements, no inference should be drawn that the
Company will make additional updates with respect to those or other
forward-looking statements. The inclusion of any statement in this
announcement does not constitute an admission by the Company or any
other person that the events or circumstances described in such
statement are material.
1 Based on SimilarWeb data between October 2023 and March 2024.
2 Based on Google Analytics data between October 2023 and March
2024 3 Based on data between January 2024 and March 2024 4 Based on
data between October 2023 and March 2024
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240816435002/en/
Media PropertyGuru Group Sheena Chopra
sheena@propertyguru.com.sg mediaenquiry@propertyguru.com.sg
EQT EQT Press Office: press@eqtpartners.com
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