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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.
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.
Posted In: PGRU
