- Assuming approval of Business Combination at Extraordinary
General Meeting of Bridgetown 2, it is expected the Business
Combination will close on or around March 17, 2022
- Assuming the Business Combination is approved and the closing
of the Business Combination occurs, Bridgetown 2 will voluntarily
delist from Nasdaq on or around March 17, 2022 and PropertyGuru
Group Limited is, subject to the approval of the NYSE, expected to
begin trading on the NYSE on March 18, 2022
- For assistance voting your shares, please contact Morrow Sodali
LLC, Bridgetown 2’s proxy solicitor, by emailing BTNB.info@investor.morrowsodali.com , calling +1
(800) 662-5200 (for individuals) or +1
(203) 658-9400 (for banks and brokers) , or mailing 470
West Avenue Stamford, CT 06902 USA
Bridgetown 2 Holdings Limited (“Bridgetown 2” or the “Company”)
(NASDAQ: Bridgetown 2), a publicly traded special purpose
acquisition company, today announced that, assuming the shareholder
approval of its proposed business combination with PropertyGuru
Pte. Ltd. (“PropertyGuru”), a leading PropTech company in Southeast
Asia (the “Business Combination”), the Business Combination is
expected to close on or around March 17, 2022.
The Business Combination is further described in the Company’s
definitive proxy statement, dated February 14, 2022, contained in
the registration statement of PropertyGuru Group Limited (“PubCo”)
on Form F-4 (as amended, the “Proxy Statement”). The Company has
scheduled an Extraordinary General Meeting of Company shareholders,
to be held at 10:00 a.m. Eastern Time on March 15, 2022 (the
“Extraordinary General Meeting”), to vote on the Business
Combination and the other proposals described in the Proxy
Statement (the “Proposals). Assuming shareholders vote in favor of
the Proposals and the closing of the Business Combination occurs,
the Company expects to withdraw the listing of its Class A Ordinary
Shares from Nasdaq on or around March 17, 2022 and it is expected
that, subject to the approval of the NYSE, PubCo will begin trading
on the NYSE on or around March 18, 2022. As further described in
the Proxy Statement, assuming shareholders vote in favor of the
Proposals and the conditions to closing are satisfied, all existing
securities issued by the Company, including its Class A Ordinary
Shares, shall cease to exist and automatically be converted into
securities of PubCo. Accordingly, as further described in the Proxy
Statement, holders of Company Class A Ordinary Shares shall become
holders of PubCo Ordinary Shares unless they elect to redeem their
Company Class A Ordinary Shares sufficiently in advance of the
Extraordinary General Meeting.
The Company’s Class A Ordinary Shares are listed on The Nasdaq
Stock Market (“Nasdaq”) and currently trade under the symbol
“BTNB.”
Bridgetown 2 shareholders as of February 3, 2022, the record
date for the Extraordinary General Meeting (the “record date”), are
reminded that they are entitled to vote their shares either in
person, remotely or by proxy card in advance to ensure that their
shares will be represented at the Extraordinary General
Meeting.
Every shareholder’s vote is important, regardless of the
number of shares held. As such, all shareholders as of the record
date are encouraged to vote as soon as possible and should
reference the instructions below.
VOTING YOUR SHARES
If you are a holder of record of Bridgetown 2 shares on the
record date, you may vote in person or remotely at the
Extraordinary General Meeting or by submitting a proxy card in
advance for the Extraordinary General Meeting. The Extraordinary
General Meeting will be held at 10:00 a.m. Eastern Time, on March
15, 2022 virtually via live webcast at
https://www.cstproxy.com/bridgetown2holdings/2022. You may attend
the Extraordinary General Meeting online, vote and submit your
questions during the Extraordinary General Meeting by visiting
https://www.cstproxy.com/bridgetown2holdings/2022 and entering the
control number on your proxy card.
If you hold your shares in “street name,” which means your
shares are held of record by a broker, bank or nominee, you should
contact your broker, bank or nominee as soon as possible to ensure
that votes related to the shares you beneficially own are properly
voted. You must provide the broker, bank or nominee with
instructions on how to vote your shares or, if you wish to attend
the meeting and vote remotely, obtain a proxy from your broker,
bank or nominee and a control number from Continental available by
emailing proxy@continentalstock.com.
About Bridgetown 2
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/
IMPORTANT LEGAL INFORMATION
Forward-Looking Statements
This document includes “forward-looking statements” within the
meaning of the federal securities laws with respect to the proposed
transaction between PropertyGuru, PubCo and Bridgetown 2, and also
contains certain financial forecasts and projections. All
statements other than statements of historical fact contained in
this document, including, but not limited to, statements as to
future results of operations and financial position, planned
products and services, business strategy and plans, objectives of
management for future operations of PropertyGuru, market size and
growth opportunities, competitive position, technological and
market trends and the potential benefits and expectations related
to the terms and timing of the proposed transactions, are
forward-looking statements. Some of these forward-looking
statements can be identified by the use of forward-looking words,
including “outlook,” “believes,” “expects,” “potential,”
“continues,” “may,” “will,” “should,” “could,” “seeks,” “predicts,”
“intends,” “trends,” “plans,” “estimates,” “anticipates” or the
negative version of these words or other comparable words.
All forward-looking statements are based upon estimates and
forecasts and reflect the views, assumptions, expectations, and
opinions of Bridgetown 2 and PropertyGuru, which are all subject to
change due to various factors including, without limitation,
changes in general economic conditions as a result of COVID-19. Any
such estimates, assumptions, expectations, forecasts, views or
opinions, whether or not identified in this document, should be
regarded as indicative, preliminary and for illustrative purposes
only and should not be relied upon as being necessarily indicative
of future results. The forward-looking statements and financial
forecasts and projections contained in this document are subject to
a number of factors, risks and uncertainties. Potential risks and
uncertainties that could cause the actual results to differ
materially from those expressed or implied by forward-looking
statements include, but are not limited to, changes in domestic and
foreign business, market, financial, political and legal
conditions; the timing and structure of the business combination;
changes to the proposed structure of the business combination that
may be required or appropriate as a result of applicable laws or
regulations; the inability of the parties to successfully or timely
consummate the business combination, the PIPE investment and other
transactions in connection therewith, including as a result of the
COVID-19 pandemic or the risk that any regulatory approvals are not
obtained, are delayed or are subject to unanticipated conditions
that could adversely affect the combined company or the expected
benefits of the business combination or that the approval of the
shareholders of Bridgetown 2 or PropertyGuru is not obtained; the
risk that the business combination disrupts current plans and
operations of Bridgetown 2 or PropertyGuru as a result of the
announcement and consummation of the business combination; the
ability of PropertyGuru to grow and manage growth profitably and
retain its key employees including its chief executive officer and
executive team; the inability to obtain or maintain the listing of
the post-acquisition company’s securities on the NYSE following the
business combination; failure to realize the anticipated benefits
of business combination; risk relating to the uncertainty of the
projected financial information with respect to PropertyGuru; the
amount of redemption requests made by Bridgetown 2’s shareholders
and the amount of funds available in the Bridgetown 2 trust
account; PropertyGuru’s ability to attract new and retain existing
customers in a cost effective manner; competitive pressures in and
any disruption to the industry in which PropertyGuru and its
subsidiaries (the “Group”) operates; the Group’s ability to achieve
profitability despite a history of losses; the Group’s ability to
implement its growth strategies and manage its growth; customers of
the Group continuing to make valuable contributions to its
platform, the Group’s ability to meet consumer expectations; the
success of the Group’s new product or service offerings; the
Group’s ability to produce accurate forecasts of its operating and
financial results; the Group’s ability to attract traffic to its
websites; the Group’s ability to assess property values accurately;
the Group’s internal controls; fluctuations in foreign currency
exchange rates; the Group’s ability to raise capital; media
coverage of the Group; the Group’s ability to obtain insurance
coverage; changes in the regulatory environments (such as
anti-trust laws, foreign ownership restrictions and tax regimes) of
the countries in which the Group operates, general economic
conditions in the countries in which the Group operates, the
Group’s ability to attract and retain management and skilled
employees, the impact of the COVID-19 pandemic on the business of
the Group, the success of the Group’s strategic investments and
acquisitions, changes in the Group’s relationship with its current
customers, suppliers and service providers, disruptions to
information technology systems and networks, the Group’s ability to
grow and protect its brand and the Group’s reputation, the Group’s
ability to protect its intellectual property; changes in regulation
and other contingencies; the Group’s ability to achieve tax
efficiencies of its corporate structure and intercompany
arrangements; potential and future litigation that the Group may be
involved in; unanticipated losses, write-downs or write-offs,
restructuring and impairment or other charges, taxes or other
liabilities that may be incurred or required subsequent to, or in
connection with, the consummation of the Business Combination and
technological advancements in the Group’s industry. The foregoing
list of factors is not exhaustive. You should carefully consider
the foregoing factors and the other risks and uncertainties
described in the “Risk Factors” section of PubCo’s registration
statement on Form F-4, the proxy statement/consent solicitation
statement/prospectus discussed below, Bridgetown 2’s Quarterly
Report on Form 10-Q and other documents filed by PubCo or
Bridgetown 2 from time to time with the SEC. These filings identify
and address other important risks and uncertainties that could
cause actual events and results to differ materially from those
contained in the forward-looking statements. In addition, there may
be additional risks that neither Bridgetown 2 nor PropertyGuru
presently know, or that Bridgetown 2 or PropertyGuru currently
believe are immaterial, that could also cause actual results to
differ from those contained in the forward-looking statements.
Forward-looking statements reflect Bridgetown 2’s and
PropertyGuru’s expectations, plans, projections or forecasts of
future events and view. If any of the risks materialize or
Bridgetown 2’s or PropertyGuru’s assumptions prove incorrect,
actual results could differ materially from the results implied by
these forward-looking statements.
Forward-looking statements speak only as of the date they are
made. Bridgetown 2 and PropertyGuru anticipate that subsequent
events and developments may cause their assessments to change.
However, while PubCo, Bridgetown 2 and PropertyGuru may elect to
update these forward-looking statements at some point in the
future, PubCo, Bridgetown 2 and PropertyGuru specifically disclaim
any obligation to do so, except as required by law. The inclusion
of any statement in this document does not constitute an admission
by PropertyGuru or Bridgetown 2 or any other person that the events
or circumstances described in such statement are material. These
forward-looking statements should not be relied upon as
representing Bridgetown 2’s or PropertyGuru’s assessments as of any
date subsequent to the date of this document. Accordingly, undue
reliance should not be placed upon the forward-looking statements.
In addition, the analyses of PropertyGuru and Bridgetown 2
contained herein are not, and do not purport to be, appraisals of
the securities, assets or business of the PropertyGuru, Bridgetown
2 or any other entity.
Important Information About the Proposed Transactions and
Where to Find It
This document relates to a proposed transaction between
PropertyGuru and Bridgetown 2. This document does not constitute an
offer to sell or exchange, or the solicitation of an offer to sell,
subscribe for, buy or exchange any securities or solicitation of
any vote in any jurisdiction pursuant to the proposed transactions
or otherwise, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation, sale or exchange
would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
In connection with the business combination, PubCo has filed the
Registration Statement with the SEC, which was declared effective
by the SEC on February 14, 2022, that includes a definitive proxy
statement of Bridgetown 2 to be distributed to Bridgetown 2’s
shareholders in connection with Bridgetown 2’s solicitation for
proxies for the vote by Bridgetown 2’s shareholders in connection
with the proposed transactions and other matters as described in
the Registration Statement. Bridgetown 2 and PubCo also will file
other documents regarding the proposed transaction with the
SEC.
This communication is not a substitute for the Registration
Statement, the definitive proxy statement/prospectus or any other
document that Bridgetown 2 will send to its shareholders in
connection with the business combination. Bridgetown 2’s
shareholders and other interested persons are advised to read the
definitive proxy statement in connection with Bridgetown 2’s
solicitation of proxies for its extraordinary general meeting of
shareholders to be held to approve, among other things, the
proposed transactions, because these documents will contain
important information about Bridgetown 2, PubCo, PropertyGuru and
the proposed transactions. Shareholders and investors may also
obtain a copy of the definitive proxy statement, as well as other
documents filed with the SEC regarding the proposed transactions
and other documents filed with the SEC by Bridgetown 2, without
charge, at the SEC’s website located at www.sec.gov or by directing
a written request to Bridgetown 2’s proxy solicitor, Morrow Sodali
LLC, by emailing BTNB.info@investor.morrowsodali.com or mailing
Morrow Sodali LLC 470 West Avenue Stamford, CT 06902 USA. The
information contained on, or that may be accessed through, the
websites referenced in this document is not incorporated by
reference into, and is not a part of, this document.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN
APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY
AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS
OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION
CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
Participants in the Solicitation
Bridgetown 2, PubCo and PropertyGuru and certain of their
respective directors, executive officers and other members of
management and employees may, under SEC rules, be deemed to be
participants in the solicitations of proxies from Bridgetown 2’s
shareholders in connection with the proposed transactions.
Information regarding the persons who may, under SEC rules, be
deemed participants in the solicitation of Bridgetown 2’s
shareholders in connection with the proposed transactions and a
description of their direct and indirect interests in such
transactions is set forth in the proxy statement/prospectus
contained in the Registration Statement. You can find more
information about Bridgetown 2’s directors and executive officers
in Bridgetown 2’s final prospectus filed with the SEC on January
27, 2021. Additional information regarding the participants in the
proxy solicitation and a description of their direct and indirect
interests is included in the proxy statement/prospectus contained
in the Registration Statement. Shareholders, potential investors
and other interested persons should read the proxy
statement/prospectus contained in the Registration Statement
carefully before making any voting or investment decisions. You may
obtain free copies of these documents from the sources indicated
above.
No Offer or Solicitation
This document is for informational purposes only and shall not
constitute an offer to sell or the solicitation of an offer to
sell, subscribe for or buy any securities or solicitation of any
vote in any jurisdiction pursuant to the proposed transactions or
otherwise, nor shall there be any sale of securities in any
jurisdiction in which the offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220306005066/en/
For Bridgetown 2 Holdings
Pansy Poon +852 6609 8565 Pansy.yt.poon@pcg-group.com
Karin Wong +852 9755 6265 Karin.Wong@pcg-group.com
Bridgetown 2 (NASDAQ:BTNB)
過去 株価チャート
から 5 2024 まで 6 2024
Bridgetown 2 (NASDAQ:BTNB)
過去 株価チャート
から 6 2023 まで 6 2024