PropertyGuru enters into definitive merger agreement to be acquired by EQT Private Capital Asia for US$ 1.1 bil

• Upon completion, PropertyGuru will go private and delist from the NYSE
• Transaction expected to close by Q4 2024 or Q1 2025, pending conditions

PropertyGuru Group Limited, Southeast Asia’s leading property technology company, has announced its agreement to merge with affiliates of BPEA Private Equity Fund VIII Limited (EQT Private Capital Asia), part of EQT AB, a global investment organisation. The all-cash transaction values PropertyGuru at approximately US$1.1 billion (RM3.8 billion). PropertyGuru’s board of directors, following a recommendation from a special committee, has unanimously approved and recommended that shareholders approve the merger. The Special Committee negotiated the merger terms with the help of financial and legal advisors.

Under the merger agreement, each ordinary share of PropertyGuru issued and outstanding before the effective time (excluding certain shares) will be automatically converted into the right to receive US$6.70 (RM29) per share in cash, without interest. This represents a 52% premium to PropertyGuru’s closing share price on 21 May 2024, 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 on that date.

Major shareholders, including TPG Asia VI SF Pte. Ltd., TPG Asia VI SPV GP LLC, and Epsilon Asia Holdings II Pte. Ltd. (managed by KKR), who collectively hold 56% of the outstanding ordinary shares, have entered into voting and support agreements in favour of the merger.

Hari V. Krishnan (pic), 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."

Meanwhile, 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,” she added.

The transaction is expected to close in Q4 2024 or Q1 2025, subject to customary conditions, including approval by PropertyGuru’s shareholders and receipt of regulatory approvals. The transaction is not subject to a financing condition. Upon completion, PropertyGuru’s shares will cease trading on the New York Stock Exchange, and the company will become private, with its headquarters remaining in Singapore.