Australia, Aug. 4 -- New South Wales Land and Environment Court issued text of the following judgement on July 3:

1. By Originating Process filed on 5 June 2025, the Plaintiff, Domain Holdings Australia Limited ("DHAL") applies for orders under ss 411 and 1319 of the Corporations Act 2001 (Cth) ("Act") relating to a proposed scheme of arrangement and associated orders.

2. By way of background, DHAL is an Australian public company listed on the Australian Securities Exchange ("ASX"). DHAL operates a "digital property marketplace" comprising several brands offering property related products and solutions to consumers (buyers, sellers and renters), agents and other parties and which operates across two main segments, being Core Digital (including Residential, "Media, Developers & Commercial", Agent Solutions and Domain Insight) and Print (through the distribution of Domain, Domain Prestige and Allhomes magazines). On 9 May 2025, Domain announced to the ASX that it had entered into a Scheme Implementation Deed ("SID") with CoStar Group Inc. ("CoStar") and Andromeda Australia SubCo Pty Limited ("Bidder Sub"), a wholly owned subsidiary of CoStar. Bidder Sub currently holds 16.96% of DHAL's ordinary shares and is an Excluded Shareholder for the purposes of the proposed scheme.

3. The scheme provides for Bidder Sub to acquire all of the DHAL Shares it does not already hold for $4.43 per scheme share less any Permitted Special Dividend (as defined in the SID) per Target Share (as defined in the SID) (but will not be reduced by the value attributed to any franking credits attached to such dividends). The Permitted Special Dividend is a dividend of up to 10 cents per Target Share (as defined in the SID) to DHAL shareholders, which DHAL may (in its discretion), at any time, prior to the Implementation Date (as defined in the SID), announce, determine and pay, conditional on the Scheme becoming effective, with the payment of any Permitted Special Dividend to be paid subject to the conditions and requirements in cl 4.4 of the SID. The scheme booklet discloses that the DHAL board currently intends to determine a fully franked Permitted Special Dividend of up to 8.8 cents per DHAL share. The total scheme consideration payable to scheme shareholders is $2,335,851,680.27 ("Maximum Scheme Consideration"). The effect of the scheme would be to make DHAL a wholly owned subsidiary of Bidder Sub, and an indirect subsidiary of CoStar, and DHAL would delist from the ASX following implementation of the scheme.

4. I made the orders sought by DHAL at the conclusion of the hearing on 15 May 2025. These are my reasons for doing so. I have drawn on the helpful submissions of Mr Izzo SC and Ms Ng who appeared for DHAL in this judgment.

*Rest of the document can be viewed at: (https://www.caselaw.nsw.gov.au/decision/197cded2340a805899c306dd)

Disclaimer: Curated by HT Syndication.