Merger BTNB

PropertyGuru goes public through merger with Bridgetown 2

, SPAC Research

PropertyGuru, Southeast Asia’s leading property technology (“PropTech”) company, and Bridgetown 2 Holdings Limited (NASDAQ: BTNB), announced today that they have entered into a business combination agreement.

PropertyGuru is Southeast Asia’s #1 digital property marketplace with leading positions in Singapore, Vietnam, Malaysia and Thailand.

Transaction proceeds will be used to further accelerate organic growth and pursue M&A opportunities.

The transaction values PropertyGuru at an enterprise value of approximately US$1.35 billion and an equity value of approximately US$1.78 billion.

Transaction includes a fully committed US$100 million PIPE with participation from Baillie Gifford, Naya, REA Group, Akaris Global Partners and one of Malaysia’s largest asset managers; REA Group has also committed to an additional US$32 million investment.

PropertyGuru’s shareholders, including KKR, TPG Capital and REA Group, will retain over 70% ownership of the listed company.

The transaction is expected to deliver up to US$431 million of gross proceeds through the contribution of up to US$299 million of cash held in Bridgetown 2’s trust account, a concurrent US$100 million PIPE of common stock anchored by Baillie Gifford, Naya, REA Group, Akaris Global Partners and one of Malaysia’s largest asset managers, priced at US$10.00 per share, and an additional US$32 million equity investment from REA Group. KKR, TPG Group and REA Group will roll 100% of their equity into the combined company, demonstrating their continued commitment to the Company’s growth strategy.

Merrill Lynch (Singapore) Pte. Ltd. is serving as exclusive financial advisor to PropertyGuru. Latham & Watkins LLP and Allen & Gledhill LLP are serving as legal advisors to PropertyGuru. Merrill Lynch (Singapore) Pte. Ltd., Citigroup Global Markets Inc., KKR Capital Markets Asia Limited and TPG Capital BD, LLC are serving as placement agents to Bridgetown 2. Skadden, Arps, Slate, Meagher & Flom LLP and Rajah & Tann Singapore LLP are serving as legal advisors to Bridgetown 2.

The transaction is expected to close in the fourth quarter of 2021 or first quarter of 2022, subject to regulatory and stockholder approvals, and other customary closing conditions.

Upon closing, the combined company is expected to begin trading on the New York Stock Exchange (“NYSE”).

Read more