Hong Kong-headquartered EQT Private Capital Asia has agreed to acquire PropertyGuru Group, a leading real estate technology company in Southeast Asia (SEA), for $1.1 billion in cash.
PropertyGuru Group's major shareholders are TPG (through TPG Asia VI SF and TPG Asia VI SPV, in its capacity as general partner of TPG Asia VI Digs) holding approximately 26.5% and KKR (through Epsilon Asia Holdings II) holding approximately 29.6%, and have entered into voting and support agreements with it and EQT Private Capital Asia to support the merger.
According to an Aug. 16 announcement, PropertyGuru's board of directors, acting on the recommendation of the special committee, unanimously approved the transaction and has recommended that PropertyGuru's stockholders approve the merger.
According to the announcement, the acquisition offer is for $6.70 per share, representing a 52% premium to PropertyGuru's closing stock price on May 21, 2024, the last unaffected trading day prior to media speculation about the potential transaction, and a 75% and 86% premium to the Company's 30-day and 90-day volume weighted average stock prices, respectively, for the period ending May 21, 2024.
The transaction is expected to close in the fourth quarter of 2024 or the first quarter of 2025, subject to closing conditions including approval by PropertyGuru shareholders and receipt of regulatory approvals.
Upon completion of the transaction, PropertyGuru's shares will no longer trade on the New York Stock Exchange (NYSE) and PropertyGuru will become a privately held company. PropertyGuru's headquarters will remain in Singapore.
Moelis & Company is acting as financial advisor to the Special Committee and Freshfields Bruckhaus Deringer is acting as legal advisor to the Committee. Morgan Stanley Asia (Singapore) is acting as financial advisor to EQT Private Capital Asia and Ropes & Gray is acting as legal advisor to EQT Private Capital Asia. JP Morgan Securities Asia Private is acting as financial advisor to KKR and TPG and Latham & Watkin is acting as legal advisor to KKR and TPG.
PropoertyGuru Group plans to merge with an affiliate of BPEA Private Equity Fund VIII, part of EQT AB, a purpose-driven global investment organisation, pursuant to which the company will be acquired by EQT Private Capital Asia.
Growth potential
The company was founded in 2007 and operates a digital real estate marketplace in Singapore, Malaysia, Vietnam and Thailand. It listed on the New York Stock Exchange in March 2022 and raised $254 million in a special purpose acquisition (SPAC) deal with Bridgetown 2 Holdings, backed by Richard Li and Peter Thiel.
“We are pleased to begin a new chapter with EQT. This partnership follows years of transformative growth with the backing of TPG and KKR that has established us as the leading real estate tech platform in Southeast Asia,” Hari Krishnan, CEO and Managing Director of PropertyGuru Group, said in a statement.
Krishnan added: “As we continue to innovate and deliver value to consumers, customers and stakeholders across the region, EQT's global expertise in market building and commitment to sustainable growth will further strengthen our vision to empower communities to live, work and thrive in the cities of tomorrow.”
Commenting on the company's future as a privately held company, Janice Leow, Partner in the EQT Private Capital Asia Advisory Team and Head of EQT Private Capital SEA, said: “PropertyGuru has firmly established itself as a leading real estate marketplace platform in Southeast Asia and we are deeply impressed with the strong foundation the company has built over the past 17 years and its talented team.”
Leow added: “We believe our proposal delivers attractive value and certainty to shareholders whilst strategically positioning PropertyGuru to realise its full long-term growth potential. Leveraging EQT's deep experience in the technology, online classifieds and marketplace sectors, we aim to further strengthen PropertyGuru's platform, driving enhanced innovation and deeper engagement with consumers, customers and stakeholders.”
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