PropertyGuru, the top proptech company in Southeast Asia, will be acquired by Hong Kong-based Asian investment firm EQT Private Capital Asia for a sum of $1.1 billion.
PropertyGuru announced in a statement last Friday that it had signed a plan of merger and an agreement with affiliates of BPEA Private Equity Fund VIII Limited, a global investment organization with a purpose-driven organization called EQT AB. As a result, the company will be acquired by EQT Private Capital Asia in an all-cash deal with an estimated equity value of $1.1 billion.
The Board of Directors of PropertyGuru has unanimously agreed to recommend that its shareholders approve the merger, following the advice of a special committee within the board.
According to the terms of the merger agreement, each common share of the business that was issued and outstanding immediately before the merger’s effective time will be automatically cancelled and converted into the right to receive USD 6.70 per share in cash, interest free.
In addition to being a 52 percent premium to PropertyGuru’s closing share price on May 21, 2024—the final unaffected trading day before rumors of a possible merger surfaced in the media—the merger consideration also represents a 75 and 86 percent premium to the company’s 30-day and 90-day volume-weighted average share price for the period ending on May 21, 2024.
The company and EQT Private Capital Asia have entered into voting and support agreements with major shareholders TPG Asia VI SF Pte. Ltd. and TPG Asia VI SPV GP LLC, in their capacity as general partners 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 percent ownership of outstanding ordinary shares.
“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,” said Hari V. Krishnan, Chief Executive Officer and Managing Director, PropertyGuru Group.
PropertyGuru has firmly established itself as the leading property marketplace platform in Southeast Asia, according to Janice Leow, Partner in the EQT Private Capital Asia advisory team and Head of EQT Private Capital Southeast Asia. They are deeply impressed by the solid foundation the company has built over the past 17 years as well as by its talented staff.
“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,” she added.
Subject to customary closing conditions, such as approval by PropertyGuru’s shareholders and receipt of regulatory approvals, the transaction is anticipated to close in the fourth or first quarter of 2024.
After the deal is finalized, PropertyGuru will become a private company and its shares will no longer be traded on the New York Stock Exchange.
Singapore will continue to serve as PropertyGuru’s headquarters.
