- Upfront consideration of $180M, with potential for $50M more pending performance
- Will see DHG market coverage increase to 50% of all AU property transactions
- Equity raise will be completed to fund the acquisition
Today Domain Holdings Australia Limited (ASX: DHG) has announced that it will acquire Realbase Pty Ltd and begin equity raising for the acquisition.
Acquisition
The deal sees Domain acquire 100% of Realbase at an enterprise value of $180 million, plus contingent consideration of up to $50 million which may be payable for the achievement of stretch financial performance targets.
The Earn Out Consideration may be payable for achievement of stretch financial performance for a mix of revenue and EBITDA metrics over a three-year period from FY24 to FY26. Domain may elect to pay the Earn Out Consideration either in cash and/or scrip. The maximum consideration payable (Upfront Consideration plus 100% of the Earn Out Consideration) for Realbase is $230 million.
Domain described the acquisition as “highly strategic”, and that it will significantly improve Domain’s Agent Solutions strategy. The move will see market coverage move from circa 35 per cent to some 50 per cent of all Australian property transactions, according to Domain.
Among other details, Domain said the acquisition has the “potential to unlock significant pre-tax EBITDA synergies and scaling efficiencies of up to approximately $18 million per annum by FY26”.
“For some time we have been impressed by Realbase’s technological capabilities and products including innovative campaign management, high growth digital proposals and a rapidly expanding social media marketing offer,” said Domain CEO, Jason Pellegrino.
“Each of Realbase’s solutions complements and extends the value proposition Domain can take to agents. The acquisition of Realbase meaningfully increases the scale and impact of Domain’s Agent Solutions unit and strengthens our position as the leading provider of end-to-end agent workflow solutions.”
Realbase
Realbase is a campaign management technology platform that provides services to agents on circa 40% of all property transactions in Australia and New Zealand.
The company operates through two key brands: Realhub and Campaigntrack. The product “… [enables] real estate agents to seamlessly construct, price, order and track the campaign marketing products required to list and market a property, on-market and off-market.
Realbase has national coverage across ANZ with strong relationships with major real estate franchise groups. Domain anticipates Realbase will generate some $22 million in revenue and approximately $9 million EBITDA in FY22.
The raise
The upfront consideration ($180 million) will be fully funded by a fully underwritten 1 for 12.33 pro rata accelerated non-renounceable entitlement offer to raise $180 million, offered at $3.80 per new ordinary Domain share.
Nine, Domain’s largest shareholder, has indicated its support for the acquisition and equity raising. The media company has committed to take up 100% of its entitlement under the entitlement offer, which represents approximately 59% of the equity raise.
Nine has also committed to sub-underwrite the institutional and retail tranches of the entitlement offer up to 18.9 million new shares.
If there is sufficient shortfall to require new shares up to the sub-underwriting cap to be acquired by Nine under its sub-underwriting commitment, Nine’s total shareholding on completion of the entitlement offer would increase from 59.03% to up to 62.03%
Approximately 47.4 million new shares are expected to be issued under the entitlement offer.
Macquarie Capital (Australia) Limited and UBS Securities Australia Limited are acting as underwriters, bookrunners and Joint Lead Managers to the Entitlement Offer.
The institutional entitlement offer opens and closes today, with the retail offer opening 8 April and closing 28 April.
