SYDNEY: Domain Holdings Australia Limited [ASX:DHG] has received an unsolicited, non-binding indicative proposal from CoStar Group, Inc. to acquire 100% of the issued capital of Domain. The proposed acquisition would be executed through a scheme of arrangement, offering $4.20 per Domain share.
CoStar has indicated that the proposed price of $4.20 per share will be offered entirely in cash to all Domain shareholders. This price will be adjusted for any dividends declared or paid by Domain prior to the completion of the proposed transaction, excluding the 2.0c dividend announced to ASX on 13 February 2025.
Additionally, CoStar has informed Domain that it acquired 16.9% of Domain’s ordinary shares on 20 February 2025 at $4.20 per share.
The implementation of CoStar’s proposal is contingent upon CoStar entering into an agreed scheme implementation agreement (SIA) with Domain on customary terms. CoStar has outlined several conditions for its entry into an SIA, including:
– No material adverse changes to Domain’s business, assets, capital structure, affairs, prospects, or financial performance.
– Satisfactory completion of confirmatory due diligence, for which CoStar has requested exclusivity.
– Unanimous approval of the Board of Directors of Domain.
– Final internal CoStar approvals to enter into the SIA.
– Execution of satisfactory binding transaction documents.
CoStar expects that the SIA would be conditional on approval from the Foreign Investment Review Board (FIRB). CoStar has confirmed that it does not require a financing condition in the SIA.
CoStar is publicly traded on the NASDAQ Exchange under the ticker “CSGO”. The company is recognized as a leading provider of online real estate marketplaces, information, and analytics, operating residential and commercial marketplaces in the United States.