Domain Holdings Australia [ASX:DHG] has received an unsolicited, non-binding indicative proposal from US-based CoStar Group [NASDAQ:CSGO] to acquire 100% of its issued capital at $4.20 per share. The offer, made via a scheme of arrangement, would be entirely in cash, subject to adjustments for any dividends declared or paid before completion, except for the 2.0c dividend announced on 13 February 2025.
CoStar has already acquired a 16.9% stake in Domain, purchasing shares at $4.20 each on 20 February. The proposal remains conditional on CoStar entering into a scheme implementation agreement (SIA) with Domain on customary terms. Key conditions include no material adverse change to Domain’s business or financial performance, completion of confirmatory due diligence with exclusivity, unanimous approval from Domain’s board, final internal CoStar approvals, and the execution of binding transaction documents.
CoStar has indicated that the SIA would also be subject to Foreign Investment Review Board (FIRB) approval but does not require a financing condition. The company, which operates online real estate marketplaces in the US, describes itself as a leading provider of real estate information and analytics.
Domain’s board has commenced an assessment of the offer and will appoint advisers for the process. Shareholders have been advised that no action is required at this stage, and there is no certainty that the proposal will lead to a formal transaction.
