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.
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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
PropertyGuru (NYSE:PGRU)
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PropertyGuru (NYSE:PGRU)
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