Investing.com -- Domain Holdings Australia Limited (ASX: DHG ), also known as Domain, has announced the receipt of an unsolicited, non-binding indicative proposal from CoStar Group (NASDAQ: CSGP ), Inc. The proposal outlines CoStar's intention to acquire 100% of Domain's issued capital through a scheme of arrangement, with a price set at $4.20 per Domain share.
CoStar, a leading provider of online real estate marketplaces, information, and analytics, publicly trades on the NASDAQ Exchange under the ticker "CSGO". The company has stated the proposed price of $4.20 per share will be offered to all Domain shareholders entirely in cash. The proposed 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 February 13, 2025.
On February 20, 2025, CoStar informed Domain that it had acquired 16.9% of Domain’s ordinary shares at $4.20 per share. The implementation of CoStar’s proposal is conditional on CoStar entering into an agreed scheme implementation agreement (SIA) with Domain on customary terms.
CoStar's entry into an SIA is subject to several conditions. These include no material adverse change to the business, assets, capital structure, affairs, prospects, or financial performance of Domain; the satisfactory completion of confirmatory due diligence with requested exclusivity; unanimous approval from Domain's Board of Directors; final internal CoStar approvals to enter into the SIA; and the execution of satisfactory binding transaction documents.
CoStar expects the SIA to be conditional on approval from the Foreign Investment Review Board (FIRB) and has confirmed that it does not need a financing condition in the SIA.
Domain's Board has begun an assessment of CoStar’s proposal and will appoint advisers to assist in this process. At this stage, Domain shareholders do not need to take any action in relation to CoStar’s proposal. The company has stated that there is no certainty that the proposal will result in a transaction.
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