CANBERA (dpa-AFX) - CoStar Group, Inc. (CSGP), a provider of online real estate marketplaces, information, analytics and 3D digital twin technology in the property markets, announced Friday that it has entered a binding agreement to acquire 100% of the issued capital of Domain Holdings Australia Ltd., an Australian property marketplace.
In February 2025, 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$452 million.
Under the terms of deal, 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, 2025, for the balance of the shares by way of a Scheme of Arrangement (Scheme).
The consideration to be offered to Domain shareholders values Domain at an implied enterprise value of A$3.0 billion.
Accordingly, CoStar Group expects to spend approximately A$2.3 billion or $1.5 billion, 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 and the approval of the Australia's Foreign Investment Review Board.
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 Co. Holdings Limited (Nine), 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 deal.
To succeed, the deal requires the approval of more than 75% of votes cast by eligible shareholders and a majority of shareholders voting by number.
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