On 6 December 2024, the Competition and Consumer Commission of Singapore (“CCCS”) cleared Hedychium Ltd.’s (the “Buyer”) proposed acquisition of PropertyGuru, Southeast Asia’s leading[1] property site. This article provides a review of the transaction and contrasts the CCCS’s role in merger control in Singapore with that under French law.
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The Buyer. The Buyer is a wholly owned subsidiary of Hedychium Group Ltd., a special purpose acquisition vehicle formed specifically for the purpose of executing the merger.
EQT AB is a global investment firm with a strong emphasis on purpose-driven strategies, managing EUR 246 billion in total assets, including EUR 134 billion in fee-generating assets.
The Target. PropertyGuru Group Ltd. (“PropertyGuru“) a public company registered in Cayman Islands listed on New York Stock Exchange is a leading property technology platform based in Southeast Asia. The company provides a comprehensive range of services, including an online property marketplace, digital sales and marketing, mortgage brokerage, home services platform, and real estate data and software solutions. Founded in 2007, PropertyGuru is widely recognized by both Singaporeans and foreigners as the leading platform for real estate sales.
The proposed transaction notified to the CCCS. The proposed transaction, as notified to the CCCS, involved the merger of the Buyer with and into PropertyGuru, with PropertyGuru continuing as a wholly owned subsidiary of Hedychium Group Ltd. (the “Proposed Transaction”).
CCCS Assessment of PropertyGuru’s acquisition. As part of its review process, CCCS conducted a public consultation from 4 November 2024 to 18 November 2024, soliciting feedback from various stakeholders, including PropertyGuru’s competitors and customers. Most respondents did not raise concerns regarding the Proposed Transaction[2].
| EQT AB |
| ↓ |
| EQT Private Capital Asia |
| ↓ |
| BPEA Fund VIIIPrivate equity buyout fund |
| ↓ wholly owns indirectly |
| Hedychium Group Ltd.Special purpose acquisition vehicule |
| ↓ wholly owns |
| Hedychium Ltd. |
| ↓ now owns |
| PropertyGuru Group Ltd. |
| ↓ |
| PropertyGuru Pte. Ltd. |
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Applicable Legal Framework. The main provisions governing mergers in Singapore are contained in Part III, Division 4 and Division 4A of the Singapore Competition Act 2004[3] (the “Act”).
The Act prohibits transactions that may result in a substantial lessening of competition (“SLC”) within any market for goods or services in Singapore.
In addition to the statutory provisions, CCCS issues Guidelines on Merger Procedures. CCCS also released a revised version of its Guidelines on the Substantive Assessment of Mergers, effective from 1 February 2022[4].
The CCCS has jurisdiction over the following transactions in Singapore:
- Mergers between previously independent undertakings;
- Acquisitions conferring control over an undertaking;
- Transfers of assets that significantly impact market dynamics; and
- The formation of joint ventures with structural or operational independence.
Unlike France, Singapore does not impose a mandatory pre-merger notification regime. Instead, merging parties must self-assess whether their transaction raises competition concerns. If a risk of infringement exists, they may voluntarily notify CCCS to seek clearance.
However, CCCS encourages notification when certain thresholds are met[5]. To assist parties in their self-assessment, CCCS provides indicative thresholds[6]:
- Turnover thresholds. While Singapore’s competition law does not mandate merger filings based on turnover, CCCS is unlikely to investigate mergers where each party’s individual turnover in Singapore is below SGD 5 million and the combined worldwide turnover of all parties is below SGD 50 million in the financial year preceding the merger[7].
- Market share thresholds. CCCS is generally unlikely to intervene unless the merged entity attains a market share in Singapore of at least 40%, or where it exceeds 20% and the combined market share of the three largest firms (CR3) in the relevant market(s) in Singapore reaches 70% or more post-merger[8].
Above all, the key consideration remains whether the transaction results in a substantial lessening of competition in the relevant market.[9] Regardless of whether turnover or market share thresholds are met, CCCS may still investigate if there are indications that the merger could significantly reduce competition.
Review Process and Notification. Merging entities may proceed with their transaction without awaiting CCCS approval unless CCCS initiates an investigation.
A voluntary Form M1 notification triggers a Phase 1 review, which CCCS completes within 30 working days[10]. If no competition concerns arise, the merger is cleared. If concerns remain, CCCS may initiate a Phase 2 investigation, requiring the submission of Form M2 and extending the review period to 120 working days[11].
| Key numbers. [12]Since the merger control regime came into force on 1 July 2007, CCCS has received 109 merger notifications as of March 2024:9 cases progressed to Phase 2 for complex mergers;5 mergers were conditionally cleared, subject to commitments;8 notifications were withdrawn by the merging parties;The remaining mergers were cleared at Phase 1.As of March 2024, the first and only decision on a failure to notify a merger resulted in remedies and fines of approximately $6.5 million each, imposed on both Uber and Grab in relation to Uber’s sale to Grab[13]. |
While parties may notify CCCS before or after closing, pre-closing notification is advisable. If CCCS determines that a completed merger is likely to substantially lessen competition in Singapore, the parties risk financial penalties.
Key factors in the CCCS’s Assessment. CCCS applies the SLC test, evaluating factors such as[14]:
- Market concentration and the merged entity’s market power;
- Competitive constraints from existing and potential competitors;
- Barriers to entry and expansion in the relevant market;
- Buyer power and potential efficiency gains; and
Exemptions and Remedies. Upon assessing a merger, CCCS may grant an exemption and approve the transaction despite potential anti-competitive effects if[15]:
- Public benefits outweigh any anti-competitive effects;
- The transaction is necessary for the survival of a failing firm, provided no less anti-competitive alternative exists; or
- The merger enhances efficiency and innovation, delivering tangible benefits to consumers.
CCCS may also grant approval subject to commitments undertaken by the parties. These commitments may be structural (e.g., divestitures) or behavioural (e.g., supply obligations). While CCCS generally favours proportionate remedies, the French Competition Authority (Autorité de la concurrence) in France more frequently imposes structural changes.
Penalties for Non-Compliance. In Singapore, failure to notify CCCS does not automatically result in penalties. However, if CCCS determines that a merger results in a SLC and infringes competition law, it may:
- Impose financial penalties of up to 10% of the company’s Singapore turnover per year of infringement, capped at three years;
- Order the reversal or modification of the merger, or, if necessary, block or unwind the transaction; and
- Require commitments to restore market competition.
In contrast, in France, where pre-merger notification obligations apply, failure to comply may result in fines of up to 5% of global turnover, along with potential modification or dissolution of the merger.
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As of 6 December 2024, as a conclusion of their assessment of, CCCS cleared the proposed transaction[16], and concluded that “the Proposed Transaction, if carried into effect, would not infringe section 54 of the Act” [17].
Indeed, the Proposed Transaction was not anticipated to result in a substantial lessening of competition[18] in Singapore’s digital real estate advertising services market[19] as there should be:
- No market overlap as the Buyer and PropertyGuru do not compete in products and services supply in Singapore[20] (no horizontal effects);
- No vertical integration concerns as the Buyer and PropertyGuru do not have any current or potential vertical relationships that could affect the competition[21] (no vertical effects);
- No complementary offering as the Buyer and PropertyGuru do not supply complementary goods and services in Singapore[22] (no conglomerate effects).
Completion of the deal. The Proposed Transaction was expected to close in Q4 2024 or Q1 2025[23]. On 13 December 2024, PropertyGuru finally announced the completion of the acquisition of PropertyGuru by BPEA Private Equity Fund VIII for USD 6.70 per share in cash in a transaction that values PropertyGuru at an equity value of approximately USD 1.1 billion[24].
In connection with the closing, PropertyGuru’s shares ceased to be listed on the New York Stock Exchange, and the company will transition to private ownership[25]. The headquarters will continue to be based in Singapore[26].
| Key Takeaways for French GroupsDifferent approaches to merger controlUnder French competition law, mandatory pre-merger notifications are required when certain thresholds are met, and the merging parties cannot proceed with the transaction until the competition authority has reviewed and approved it. In contrast, Singapore allows voluntary self-assessment by the merging parties, with notification to the CCCS being optional unless there are concerns regarding potential anti-competitive effects.While both jurisdictions’ analytical frameworks align—applying the SLC test and assessing market power, competitive constraints, and efficiencies—Singapore’s approach is more flexible. It emphasizes self-regulation, allowing transactions to proceed unless the CCCS identifies competition concerns. Although CCCS has the authority to block or unwind anti-competitive mergers, it provides businesses with greater flexibility in structuring their transactions.What is the risk of non-notification?While Singaporean law does not mandate pre-merger notification to the CCCS, parties conducting a self-assessment are still exposed to potential fines for breaches of Article 54 of the Singapore Competition Act[27]. Given the stakes, merger control risks should be managed with the same diligence as in France.Strategic benefits of voluntary notificationWhen concerns arise, voluntary notification can be a strategic option to secure clearance and, if necessary, negotiate commitments under CCCS oversight at an early stage. This is particularly important given that the CCCS is not bound by a specific time frame and has previously initiated investigations on unnotified mergers completed years ago[28]. |
[1] PropertyGuru Group website, Press Releases, ‘EQT Completes Acquisition of PropertyGuru’, 13 December 2024; based on SimilarWeb data between January 2024 and June 2024.
[2] CCCS, Grounds of Decision issued by the CCCS in relation to the Proposed Acquisition of PropertyGuru by Hedychium, 6 December 2024, Case No. 400-140-2024-003, para. I, 2; mentioned in Concurrences, ‘The Singaporean Competition Authority clears the proposed acquisition of a property technology platform by a private equity fund (PropertyGuru / Hedychium)’, 6 December 2024.
[3] Singapore Competition Act 2004, No. 46 of 2004.
[4] CCCS, Guidelines on the Substantive Assessment of Mergers, 2022.
[5] CCCS, Guidelines on Merger Procedures, 2022, para. 4.5.
[6] CCCS, Guidelines on Merger Procedures, 2022, para. 3.7.
[7] CCCS, Guidelines on Merger Procedures, 2022, para. 3.5.
[8] CCCS, Guidelines on Merger Procedures, 2022, para. 3.6.
[9] CCCS, Guidelines on Merger Procedures, 2022, para. 3.4.
[10] CCCS, Guidelines on Merger Procedures, 2022, para. 4.12.
[11] CCCS, Guidelines on Merger Procedures, 2022, para. 4.17.
[12] Norton Rose Fulbright, Competition law fact sheet, Singapore, April 2024, para. ‘Mergers and acquisitions’, p.7.
[13] CCCS, Notice of Infringement Decision, Case No. 500/001/18, Sale of Uber’s Southeast Asian business to Grab in consideration of a 27.5% stake in Grab, 24 September 2018, paras. 430 and 438.
[14] CCCS, Guidelines on the Substantive Assessment of Mergers, 2022, para. 2.3.
[15] CCCS, Guidelines on Merger Procedures, 2022, para. 7.
[16] CCCS, Decision No. CCCS 400-140-2024-003, 6 December 2024; CCCS, Press release, PropertyGuru/Hedychium, 6 December 2024.
[17] CCCS, Grounds of Decision issued by the CCCS in relation to the Proposed Acquisition of PropertyGuru by Hedychium, 6 December 2024, Case No. 400-140-2024-003, para. IV, 8; also mentioned in Concurrences, ‘The Singaporean Competition Authority clears the proposed acquisition of a property technology platform by a private equity fund (PropertyGuru / Hedychium)’, 6 December 2024.
[18] CCCS, Grounds of Decision issued by the CCCS in relation to the Proposed Acquisition of PropertyGuru by Hedychium, 6 December 2024, Case No. 400-140-2024-003, para. IV, 8; also mentioned in Concurrences, ‘The Singaporean Competition Authority clears the proposed acquisition of a property technology platform by a private equity fund (PropertyGuru / Hedychium)’, 6 December 2024.
[19] Ibid., para. III, 7.
[20] Ibid., para. IV, 8, a.; Ibid.
[21] Ibid., para. IV, 8, b.; Ibid.
[22] Ibid., para. IV, 8, c.; Ibid.
[23] Singapore Business Review, ‘EQT Private Capital Asia to acquire PropertyGuru for US$1.1b’, 2024.
[24] PropertyGuru Group website, Press Releases, ‘EQT Completes Acquisition of PropertyGuru’, 13 December 2024.
[25] Singapore Business Review, ‘EQT completes acquisition of PropertyGuru’, December 2024.
[26] Singapore Business Review, ‘EQT Private Capital Asia to acquire PropertyGuru for US$1.1b’, 2024.
[27] CCCS, Guidelines on the Substantive Assessment of Mergers, 2022, para. 3.12.
[28] Mergerfiler.com, FAQ, Singapore, question 8, 17 September 2024.
Arnaud Bourrut-Lacouture | Bérengère Roig | Charline Levasseur