CoStar Group Inc., the provider of online real estate marketplaces, information, analytics and 3D digital twin technology in the property markets, has entered a binding Scheme Implementation Deed (SID) to acquire 100% of the issued capital of Domain Holdings Australia Limited, an Australian property marketplace, in a deal estimated at $1.5 billion.
Domain is a leading property technology and services marketplace that is home to one of the largest portfolios of property brands in Australia, including Domain, Allhomes, Commercial Real Estate, Domain Insight and Pricefinder. Headquartered in Sydney, Domain reaches an average of 6.6 million Australians each month.
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 (US$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. 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 already own.
The transaction 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 deal 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 acquisition in the absence of a superior proposal and subject to the Independent Expert concluding (and continuing to conclude) that it is in the best interests of Domain shareholders.
Nine Entertainment Co. Holdings Limited, as the controlling shareholder of Domain, has advised Domain that it intends to vote all of the Domain shares it holds or controls in favor of the transaction subject to the same qualifications.
“We’re pleased to have reached an agreement with Domain and to see Nine’s support of this transformative transaction,” said Andy Florance, founder and chief executive officer of CoStar Group. “With our technology, scale, and the innovation we’re known for, we see a tremendous opportunity to enhance the Australian property market. By combining Domain’s deep expertise with our global experience and best practices, we will build a more compelling user experience at a lower cost — driving greater value for agents, vendors and home buyers. We will also create value for our customers globally by incorporating Domain’s learnings and best practices into our marketplaces outside of Australia.”
Voting will be held in mid-August of this year. Subject to the conditions of the Scheme being satisfied and Court approval, the Scheme is expected to be implemented in the third quarter of 2025.
