PropertyGuru Group Limited, Southeast Asia’s top PropTech firm, has disclosed a merger agreement with affiliates of BPEA Private Equity Fund VIII Limited, which is a division of the global investment organization EQT AB. Under this agreement, PropertyGuru will be acquired by EQT Private Capital Asia in a cash transaction valuing the company at approximately USD 1.1 billion. According to the Merger Agreement, at the effective time of the Merger, each ordinary share of the Company that is issued and outstanding immediately before this time (excluding certain specified shares) will be canceled and automatically converted into the right to receive USD 6.70 in cash per share, without interest.
The merger consideration reflects a 52% premium over PropertyGuru’s closing share price on May 21, 2024, the last trading day before media speculation about a potential transaction. Additionally, it represents a 75% premium over the Company’s 30-day volume-weighted average share price and an 86% premium over the 90-day volume-weighted average share price, both calculated for the period ending on May 21, 2024.
Major shareholders TPG Asia VI SF Pte. Ltd. and TPG Asia VI SPV GP LLC, acting as the general partner of TPG Asia VI Digs 1 L.P. (collectively, “TPG”), along with Epsilon Asia Holdings II Pte. Ltd., managed by global investment fund KKR (“KKR”), which together hold 56% of the Company’s outstanding ordinary shares, have signed voting and support agreements with the Company and EQT Private Capital Asia to back 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”.