PropertyGuru Announces Shareholders’ Approval of Merger Agreement

Rhea-AI Summary

PropertyGuru Group (NYSE: PGRU) announced that shareholders approved the previously announced Merger Agreement at an extraordinary general meeting. The agreement involves PropertyGuru, Hedychium Group , and Hedychium 96.8% of the total votes cast at the EGM were in favor of the merger and related transactions. The meeting saw participation from holders of 149,877,164 ordinary shares, representing about 91.2% of total outstanding votes.

Upon completion, expected in Q4 2024 or Q1 2025, PropertyGuru will become a private company and delist from the New York Stock Exchange. The transaction is subject to customary closing conditions and regulatory approvals, but not to financing conditions. PropertyGuru will remain headquartered in Singapore after the merger.

Positive

• High shareholder approval rate of 96.8% for the merger
• Strong shareholder participation with 91.2% of outstanding votes represented at the EGM
• Transaction not subject to financing conditions, reducing uncertainty

Negative

• Delisting from New York Stock Exchange, potentially reducing liquidity for current shareholders
• Transition to private company status, which may limit public investor access
• Pending regulatory approvals could potentially delay the merger completion

Insights

Financial Analyst

The approval of the merger agreement by PropertyGuru's shareholders is a significant development for the company. With over 96.8% of votes cast in favor, there's strong support for the transaction. This merger will take PropertyGuru private, delisting it from the NYSE, which has several implications:

• Reduced public scrutiny and reporting requirements, potentially allowing for more flexible long-term strategies
• Elimination of stock market volatility pressures
• Possible operational synergies and resources from the acquiring entity

The deal's expected closure in Q4 2024 or Q1 2025 suggests a relatively swift timeline, which could be positive for maintaining business momentum. However, investors should note that regulatory approvals are still pending, which introduces some uncertainty. The lack of a financing condition is a positive sign, indicating confidence in the deal's funding. For current shareholders, the key focus now shifts to the terms of the buyout and potential premium over the current stock price.

Legal Expert

The shareholder approval of the merger agreement is a important legal milestone for PropertyGuru. With 91.2% of outstanding shares represented at the EGM and an overwhelming majority voting in favor, the company has satisfied a key condition for the transaction. This level of participation and approval significantly reduces the risk of shareholder litigation challenging the merger.

The structure as a Cayman Islands merger under Part XVI of the Companies Act is noteworthy, as it may offer certain legal and tax advantages. Investors should be aware that once the merger is complete, their rights and recourses will change as the company goes private. The regulatory approval process now becomes the critical path item. While not specified, this likely includes antitrust reviews and possibly foreign investment screenings, given PropertyGuru's Southeast Asian focus. The lack of a financing condition removes one potential obstacle, but regulatory hurdles could still impact the timeline or even the deal's completion.

SINGAPORE & NEW YORK--(BUSINESS WIRE)-- PropertyGuru Group Limited (NYSE: PGRU) (“PropertyGuru” or the “Company”), Southeast Asia’s leading¹ property technology (“PropTech”) company, announced that at an extraordinary general meeting of shareholders (the “EGM”) held today, the shareholders of PropertyGuru voted in favor of the proposal to, among other things, approve and authorize (i) the previously announced Agreement and Plan of Merger, dated as of August 16, 2024 (the “Merger Agreement”), by and among PropertyGuru, Hedychium Group Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), and Hedychium Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Parent (“Merger Sub”), and the consummation of the transactions contemplated by the Merger Agreement (including the Merger referred to below) (collectively, the “Transactions”), upon the terms and subject to the conditions set forth therein and (ii) the Plan of Merger made in accordance with Part XVI of the Companies Act (as revised) of the Cayman Islands (the “Plan of Merger”). Pursuant to and subject to the terms and conditions of the Merger Agreement and Plan of Merger, Merger Sub will, at the effective time, merge with and into PropertyGuru, with PropertyGuru continuing as the surviving company and as a wholly owned subsidiary of Parent (the “Merger”).

Holders of 149,877,164 of the Company’s total outstanding ordinary shares, par value of $0.0001 per share (“Ordinary Shares”), attended the EGM in person (including by virtual attendance) or by proxy. Each shareholder has one vote for each Ordinary Share held. These shares represented approximately 91.2% of the total outstanding votes represented by the Company’s total Ordinary Shares outstanding as of 5:00 p.m. (Cayman Islands Time) on the record date of September 9, 2024. The Merger Agreement, the Plan of Merger and the Transactions, were approved by over 96.8% of the total votes cast at the EGM.

The Transactions are expected to close in Q4 2024 or Q1 2025, subject to customary closing conditions, including receipt of regulatory approvals. The Transactions are not subject to a financing condition.

Upon completion of the Transactions, PropertyGuru’s Ordinary 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.

About PropertyGuru Group

PropertyGuru is Southeast Asia’s leading¹ PropTech company, and the preferred destination for over 31 million property seekers² to connect with over 50,000 agents³ monthly to find their dream home. PropertyGuru empowers property seekers with more than 2.1 million real estate listings⁴, in-depth insights, and solutions that enable them to make confident property decisions across Singapore, Malaysia, Thailand and Vietnam.

PropertyGuru.com.sg was launched in Singapore in 2007 and since then, PropertyGuru Group has made the property journey a transparent one for property seekers in Southeast Asia. In the last 17 years, PropertyGuru has grown into a high-growth PropTech company with a robust portfolio including leading property marketplaces and award-winning mobile apps across its core markets; mortgage marketplace, PropertyGuru Finance; home services platform, Sendhelper; a host of proprietary enterprise solutions under PropertyGuru For Business including DataSense, ValueNet, Awards, events and publications across Asia.

For more information, please visit: PropertyGuruGroup.com; PropertyGuru Group on LinkedIn.

Cautionary Note Regarding Forward-Looking Statements

Forward-looking statements in this announcement, which are not historical facts, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include statements regarding the Transactions involving the Company, Parent and Merger Sub. In some cases, readers can identify forward-looking statements because they contain words such as “may,” “will,” “shall,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” “goal,” “objective,” “seeks,” or “continue” or the negative of these words or other similar terms or expressions that concern the Company’s expectations, strategy, plans, or intentions. Such forward-looking statements are necessarily based upon estimates and assumptions that, while considered reasonable by the Company and its management, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: the ability of the parties to consummate the Transactions in a timely manner or at all; the satisfaction (or waiver) of closing conditions to the consummation of the Transactions; potential delays in consummating the Transactions; the ability of the Company to timely and successfully achieve the anticipated benefits of the Transactions; the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Transactions; the Company’s ability to implement its business strategy; significant transaction costs associated with the Transactions; potential litigation relating to the Transactions; the risk that disruptions from the Transactions will harm the Company’s business, including current plans and operations; the ability of the Company to retain and hire key personnel; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the Transactions; legislative, regulatory and economic developments affecting the Company’s business; changes in domestic and foreign business, market, financial, political and legal conditions; the evolving legal, regulatory and tax regimes under which the Company operates; potential business uncertainty, including changes to existing business relationships, during the pendency of the Transactions that could affect the Company’s financial performance; restrictions during the pendency of the Transactions that may impact the Company’s ability to pursue certain business opportunities or strategic transactions; unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities; competitive pressures in and any disruption to the industry in which the Company and its subsidiaries operates, as well as the Company’s response to any of the aforementioned factors; and other risks discussed in the Company’s filings with the Securities and Exchange Commission.

All forward-looking statements attributable to the Company or persons acting on the Company’s behalf are expressly qualified in their entirety by the cautionary statements set forth above. Readers are cautioned not to place undue reliance on any forward-looking statements, which are made only as of the date of this announcement. The Company does not undertake or assume any obligation to update publicly any of these forward-looking statements to reflect actual results, new information or future events, changes in assumptions or changes in other factors affecting forward-looking statements, except to the extent required by applicable law. If the Company updates one or more forward-looking statements, no inference should be drawn that the Company will make additional updates with respect to those or other forward-looking statements. The inclusion of any statement in this announcement does not constitute an admission by the Company or any other person that the events or circumstances described in such statement are material.

¹ Based on SimilarWeb data between January 2024 and June 2024.
² Based on Google Analytics data between January 2024 and June 2024.
³ Based on data between April 2024 and June 2024.
⁴ Based on data between January 2024 and June 2024.

View source version on businesswire.com: https://www.businesswire.com/news/home/20241009185761/en/

Media

PropertyGuru Group

Sheena Chopra

+65 9247 5651

sheena@propertyguru.com.sg

Investor

PropertyGuru Group

Nat Otis

+1 860 906 7860

natotis@propertyguru.com

Source: PropertyGuru Group Limited

FAQ

When is the PropertyGuru (PGRU) merger expected to close?

The merger is expected to close in Q4 2024 or Q1 2025, subject to customary closing conditions and regulatory approvals.

What percentage of PropertyGuru (PGRU) shareholders approved the merger?

Over 96.8% of the total votes cast at the extraordinary general meeting approved the merger agreement and related transactions.

Will PropertyGuru (PGRU) remain listed on the New York Stock Exchange after the merger?

No, upon completion of the merger, PropertyGuru's ordinary shares will no longer trade on the New York Stock Exchange, and the company will become private.

Where will PropertyGuru's headquarters be located after the PGRU merger?

PropertyGuru's headquarters will remain in Singapore after the completion of the merger.