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CoStar Group logoCoStar Group CSGP

CoStar Group entered a binding Scheme Implementation Deed with Domain Holdings Australia Limited on May 9, 2025. Domain shareholders will receive cash of $4.43 AUD per share, less any special dividend Domain declares or pays after May 9, 2025.

8-KEntry into a Material Definitive AgreementFiled Period of report Summary published (UTC)

Key points

AI summary
  1. CoStar Group entered a binding Scheme Implementation Deed with Domain Holdings Australia Limited on May 9, 2025. Domain shareholders will receive cash of $4.43 AUD per share, less any special dividend Domain declares or pays after May 9, 2025.

  2. The company said it acquired about 17% of Domain's ordinary shares in February 2025 at $4.20 AUD per share, for a total of about $452 million AUD ($285 million). It said it expects to spend about $2.3 billion AUD ($1.5 billion) to acquire the remaining 83% of Domain's shares upon completion of the transaction.

  3. The company said the transaction is subject to conditions including Domain shareholder approval, court approval, Australian Foreign Investment Review Board approval, an independent expert's opinion, and the absence of any Material Adverse Change or Prescribed Occurrences. The Scheme requires approval from more than 75% of votes cast by eligible shareholders and a majority of shareholders voting by number.

  4. The company said Domain's board unanimously recommended that shareholders vote in favor of the Scheme. It also said Nine Entertainment, which holds 60.1% of Domain, intends to vote all Domain shares it holds or controls in favor of the Scheme on the same terms. The Scheme meeting is expected in mid-August 2025, and implementation is expected in Q3 2025. The break fee and reverse break fee are each about $28 million AUD ($18 million).

Summary

AI-written

Analysis scope · Filing body and confirmed press-release exhibitWe analyzed the filing body and confirmed exhibits. This is not a review of other exhibits, investor presentations or the full earnings call.

CoStar Group Agrees to Acquire Domain Holdings Australia for $4.43 AUD Cash per Share

CoStar Group entered a binding Scheme Implementation Deed with Domain Holdings Australia Limited on May 9, 2025. Domain shareholders will receive cash of $4.43 AUD per share, less any special dividend Domain declares or pays after May 9, 2025.

Source · Based on the filing body and exhibits

Company Acquired About 17% of Domain in February 2025; Remaining 83% Purchase Expected

The company said it acquired about 17% of Domain's ordinary shares in February 2025 at $4.20 AUD per share, for a total of about $452 million AUD ($285 million). It said it expects to spend about $2.3 billion AUD ($1.5 billion) to acquire the remaining 83% of Domain's shares upon completion of the transaction.

Source · Based on the filing body and exhibits

Closing Conditions and Scheme Approval Requirements

The company said the transaction is subject to conditions including Domain shareholder approval, court approval, Australian Foreign Investment Review Board approval, an independent expert's opinion, and the absence of any Material Adverse Change or Prescribed Occurrences. The Scheme requires approval from more than 75% of votes cast by eligible shareholders and a majority of shareholders voting by number.

Source · Based on the filing body and exhibits

Domain Board Recommendation, Nine Voting Intent, Timing and Break Fees

The company said Domain's board unanimously recommended that shareholders vote in favor of the Scheme. It also said Nine Entertainment, which holds 60.1% of Domain, intends to vote all Domain shares it holds or controls in favor of the Scheme on the same terms. The Scheme meeting is expected in mid-August 2025, and implementation is expected in Q3 2025. The break fee and reverse break fee are each about $28 million AUD ($18 million).

Source · Based on the filing body and exhibits

AI summarized the filing and translated the summary into English; it may differ from the original. For reference only, not investment advice. AI translated the published Korean report into English. Figures are copied as filed, not recalculated.

Original filing

The filing as submitted to SEC EDGAR. You can check the figures and statements of this summary against it.

Source: SEC EDGAR (U.S. Securities and Exchange Commission). Item captions are the SEC's. The summary is for reference only and is not investment advice.