Latham & Watkins Advises PropertyGuru in SPAC Business Combination With Bridgetown 2
PropertyGuru Pte. Ltd. (PropertyGuru), Southeast Asia’s leading property technology company, and Bridgetown 2 Holdings Limited (NASDAQ: BTNB) (Bridgetown 2), a special purpose acquisition company, have announced that they have entered into a business combination agreement. The transaction values PropertyGuru at an enterprise value of approximately US$1.35 billion and an equity value of approximately US$1.78 billion. Upon closing, the combined company is expected to begin trading on the New York Stock Exchange (NYSE).
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 private placement (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. REA Group has also committed to an additional US$32 million investment.
Subject to regulatory and stockholder approvals, the transaction is expected to close in the fourth quarter of 2021 or first quarter of 2022. PropertyGuru’s shareholders, including KKR, TPG Capital and REA Group, will retain 100% of their equity into the combined company and over 70% ownership1 of the listed company.
Latham & Watkins LLP represents PropertyGuru in the transaction with a corporate team led by Singapore partner Sharon Lau and Tokyo partner Noah Carr, with Singapore associates Stacey Wong, Elisabeth Ong, and Rachel Wong. Advice was also provided on tax matters by New York partner Jiyeon Lee-Lim with associate Aaron Bernstein, and on benefits and compensation matters by Washington D.C. partner David Della Rocca with associate Kirk Porter.
About PropertyGuru Group:
PropertyGuru Group is Southeast Asia’s leading property technology company2 and the preferred destination for 37 million property seekers to find their dream home, every month. PropertyGuru and its group companies empower property seekers with more than 2.8 million real estate listings, in-depth insights, and solutions that enable them to make confident property decisions across Singapore, Malaysia, Thailand, Indonesia, and Vietnam.
PropertyGuru.com.sg was launched in 2007 and has helped to drive the Singapore property market online and has made property search transparent for the property seeker. Over the decade, the Group has grown into a high-growth technology company with a robust portfolio of leading property portals across its core markets;2 award-winning mobile apps; a high quality developer sales enablement platform, FastKey; mortgage marketplace PropertyGuru Finance; and a host of other property offerings including Awards, events and publications across Asia.
1 Includes the impact of the acquisition of REA Group’s Malaysian and Thai assets which is expected to close end July 2021 – mid-August 2021. Excludes additional primary shares taken up by REA Group as part of the PIPE. Assumes no SPAC shareholders elect to have their SPAC shares redeemed for cash as permitted.
2 In terms of relative engagement market share based on SimilarWeb data.