PropertyGuru to Go Public in Partnership with Bridgetown 2 (BTNB)

July 23, 2021 2:44 PM EDT

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PropertyGuru Pte. Ltd. (“PropertyGuru” or “the Company”), Southeast Asia’s leading property technology (“PropTech”) company1, and Bridgetown 2 Holdings Limited (NASDAQ: BTNB) (“Bridgetown 2”), a special purpose acquisition company formed by Pacific Century Group (“Pacific Century”) and Thiel Capital LLC (“Thiel Capital”), announced today that they have entered into a business combination agreement. Upon closing, the combined company is expected to begin trading on the New York Stock Exchange (“NYSE”).

Founded in 2007, PropertyGuru has grown to become Southeast Asia’s #1 digital property marketplace with leading positions in Singapore, Vietnam, Malaysia and Thailand1. The Company currently hosts more than 2.8 million monthly real estate listings and serves 37 million monthly property seekers and 49,000 active property agents across the five largest economies in Southeast Asia – Indonesia, Malaysia, Singapore, Thailand and Vietnam.

PropertyGuru provides digital property marketplaces to match buyers and tenants with sellers and landlords; digital marketing services for property agents and developers; SaaS-based sales process automation for property developers, a digital mortgage marketplace and brokerage, and property data consultancy services for banks, valuers and property developers. The Company’s PropTech business model leverages proprietary data and technology to drive greater transparency and efficiency in the market and deliver a trusted platform for agents, consumers, developers and banks.

PropertyGuru’s high growth business delivered an average annual revenue growth of approximately 25%3 in the four years preceding the COVID-19 pandemic, and its pro-forma revenue is expected to have a compounded annual growth rate of 29% between CY20A and CY25F.

Well-Positioned to Capture Long-Term Market Opportunities

Southeast Asia is estimated to become the fourth largest economy in the world by 20304, driven by long-term macroeconomic trends, including urbanization, a rising middle class and digitalization. These favorable dynamics are creating significant opportunities in the region’s property market as an increasingly affluent and digital-first population seeks property across the region.

PropertyGuru has positioned itself to capture these growth opportunities through continued investment in its products and services to stay ahead of the evolving market and made a series of strategic acquisitions to add new capabilities and extend its leadership position. Over the last 18 months, the Company has:

  • Announced the acquisition of REA Group’s Malaysia and Thailand assets. The transaction is expected to close by the end of July 2021 – mid-August 2021.
  • Acquired MyProperty Data, Malaysia’s largest online property data company.
  • Introduced FastKey Storyteller – an immersive content experience that brings new projects to the buyer’s doorstep for viewing and to express interest, without having to wait for the construction of the sales gallery.
  • Launched PropertyGuru Finance – a digital mortgage marketplace and brokerage that offers smart, frictionless home financing financial services.
  • Introduced PropertyGuru Lens – a visual search feature that allows users to find property in the real world through their smart phone camera.

The Company expects that its continued investments will enable it to emerge from the pandemic even stronger. It also expects that the growth of its core offerings will allow it to successfully expand into adjacent opportunities, such as Developer Operating Systems and Home Services.

Management Commentary

Hari V. Krishnan, Chief Executive Officer and Managing Director, PropertyGuru Group, said, “We have established a market leadership position in the Southeast Asian property ecosystem and a track record of revenue growth. Much of our success is the result of our investment in technology over the years and capturing strategic growth opportunities in recent times.

We have a story to be told and found the right partner to help us tell it to public market investors. We are delighted to partner with Bridgetown 2 as we accelerate our mission to be the trusted advisor for property. This process of becoming a public company will provide us with greater financial resources to do what we do best – helping people find, finance and own their homes in an efficient and transparent manner. We believe the strategic, proactive steps that we have taken over the past 18 months will enable us to stay ahead of the market’s evolving needs, which are increasingly being shaped by the growth of affluent and digitally-enabled populations living in cities across Southeast Asia.”

Matt Danzeisen, Chairman, Bridgetown 2, said, “We evaluated a number of very impressive companies across Southeast Asia and PropertyGuru is the perfect fit for us. The Company is a category leader and category creator – they helped define the PropTech industry in Southeast Asia and have taken it to new heights by leveraging technology and data to create a trusted and transparent digital property marketplace. We believe PropertyGuru is just scratching the surface of what it can deliver as Southeast Asia’s property market continues to accelerate, and we are excited to work with Hari and his talented team to capture the incredible opportunities that lie ahead.”

Peter Thiel, President, Thiel Capital, said, “The market for property is probably the oldest market in the world, and only now is it beginning to change rapidly. As PropertyGuru spearheads that change in Southeast Asia, Bridgetown 2 will provide capital and expertise to accelerate it even further.”

Richard Li, Founder and Chairman, Pacific Century Group, said, “Southeast Asia is a unique market in that it has very high economic growth but lacks quality services in many sectors. Fast growing middle-class, increased urbanization and technological disruption create a unique combination. We recognize the transformational impact of these long-term trends and are focused on operating our own core business and investing in local champions that are successfully leveraging technology to reshape the region’s economy and how people carry out their everyday lives.”

Transaction Overview

The combined company will have an enterprise value of approximately US$1.35 billion and an equity value of approximately US$1.78 billion at closing.

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, 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 strategy5.

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.

PropertyGuru’s management team, led by Chief Executive Officer and Managing Director Hari V. Krishnan and Chief Financial Officer Joe Dische will continue to lead the public company after the completion of the transaction.

Advisors

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.

Investor Presentation

PropertyGuru and Bridgetown 2 have posted an investor presentation to their respective websites, which can be accessed here and here.

Bridgetown 2 filed a Current Report on Form 8-K, which includes a copy of the business combination agreement and the investor presentation, with the Securities and Exchange Commission and is available at www.sec.gov.

About PropertyGuru Group

PropertyGuru Group is Southeast Asia’s leading property technology company1 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 markets1; 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.

For more information, please visit www.PropertyGuruGroup.com; https://www.linkedin.com/company/propertyguru

About Bridgetown 2 Holdings

Bridgetown 2 Holdings Limited is a blank check company incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, with a focus on technology, financial services, or media sectors in Southeast Asia. The company is formed by Pacific Century Group and Thiel Capital, led by Chief Executive Officer and Chief Financial Officer, Daniel Wong, and Chairman Matt Danzeisen.

For more information, please visit https://www.bridgetownholdings.co/



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