Costar Group (NASDAQ: CSGP), to Acquire Domain Holdings

CoStar Group, Inc. (NASDAQ: CSGP), a leading provider of online real estate marketplaces, information, analytics and 3D digital twin technology in the property markets, announced today that it has entered a binding Scheme Implementation Deed (SID) to acquire 100% of the issued capital of Domain Holdings Australia Limited, a leading 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 ($285 million). 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, 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 ($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, the approval of the Australian Government’s Foreign Investment Review Board, an Independent Expert concluding (and continuing to conclude) 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 (and continuing to conclude) that the Scheme is in the best interests of Domain shareholders.