CoStar Group to acquire Domain Holdings for A$4.20 per share

CoStar Group (CSGP) announced that it has entered a binding Scheme Implementation Deed to acquire 100% of the issued capital of Domain Holdings Australia. In February, CoStar Group acquired approximately 17% of the ordinary shares of Domain at A$4.20 per share for a total purchase price of approximately A$452M. Under the terms of SID, which followed a period of exclusive due diligence, CoStar Group has agreed to pay Domain shareholders a cash consideration of A$4.43 per share, less any special dividend declared or paid by Domain from May 9, for the balance of the shares by way of a Scheme of Arrangement. The consideration to be offered to Domain shareholders values Domain at an implied enterprise value of A$3B. Accordingly, CoStar Group expects to spend approximately A$2.3B to acquire the remaining approximately 83% of the ordinary shares of Domain that it doesn’t otherwise own upon consummation of the scheme. The scheme is subject to the approval of Domain shareholders and the satisfaction of other conditions, including court approval, the approval of the Australian Government’s Foreign Investment Review Board, an Independent Expert concluding that the scheme is in the best interest of Domain shareholders and no material adverse change or prescribed occurrences occurring to Domain, as defined in the SID. The Domain board has unanimously recommended that Domain shareholders vote in favor of the proposed scheme in the absence of a superior proposal and subject to the independent expert concluding that the Scheme is in the best interests of Domain shareholders. Nine Entertainment, as the controlling shareholder of Domain, with 60.1% of the ordinary Domain shares outstanding, has advised Domain that it intends to vote all of the Domain shares it holds or controls in favor of the Scheme subject to the same qualifications. To succeed, the scheme requires the approval of more than 75% of votes cast by eligible shareholders and a majority of shareholders voting by number. The scheme meeting, at which Domain shareholders will vote on the proposal, is expected to be held in mid-August. Subject to the conditions of the scheme being satisfied and court approval, the scheme is expected to be implemented in the third quarter of 2025.