PropertyGuru Group – Southeast Asia’s leading property technology company – announced that it has entered into an agreement and plan of merger with affiliates of BPEA Private Equity Fund VIII Limited (part of EQT AB, a purpose-driven global investment organization) under which EQT Private Capital Asia will acquire the company in an all-cash transaction that values PropertyGuru at an equity value of approximately $1.1 billion.
PropertyGuru’s Board—acting upon the recommendation of a special committee of the Board of Directors—has unanimously approved and resolved to recommend that PropertyGuru’s shareholders approve the merger. The committee negotiated the terms of the merger agreement with the 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 before the effective time (other than certain excluded shares) will be canceled and converted automatically for the right to receive an amount in cash equal to $6.70 per share without interest.
The merger consideration represents a 52% premium to PropertyGuru’s closing share price as of May 21, 2024, the last unaffected trading day before 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 – which includes several funds managed by TPG – and Epsilon Asia Holdings II (an entity managed by global investment fund 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.
The deal is expected to close in Q4 of this year or Q1 of next year, 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 deal, PropertyGuru’s shares will no longer trade on the New York Stock Exchange and will become a private company. Its headquarters will continue to be in Singapore.
Moelis & Company is serving as financial advisor to the Special Committee and Freshfields Bruckhaus Deringer 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.
KEY QUOTES:
“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.”
- Hari V. Krishnan, CEO & MD, PropertyGuru Group
“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.”
- Janice Leow, Partner in the EQT Private Capital Asia advisory team and Head of EQT Private Capital Southeast Asia
