The board of Nine’s majority-owned Domain has backed a takeover bid.

The board of Nine’s majority-owned Domain has backed a takeover bid.Credit:Sam Mooy

The decision to open the books and the deal more generally – which would have far-reaching implications for Australia’s media landscape – is backed by Nine,the owner of this masthead,which has a 60 per cent stake in Domain.

CoStar lobbed an initial bid worth $4.20 per Domain share on February 20,then revised its offer to $4.43 last week after the company’s chief executive,Andrew Florance,touched down in Sydney. The deal would represent a 42 per cent premium on Domain’s closing share price on February 20.

Florance met Nine chief executive Matt Stanton,who is also on Domain’s board,and other company executives during his visit. Stanton and fellow Nine directors Peter Tonagh and Mickie Rosen represent the company on Domain’s board.

CoStar on Thursday said the latest offer was its best and final.

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A deal – barring any surprises – will vastly alter the profile of Nine,leaving the largest Australian-owned media companywith a war chest of $1.4 billion after tax.

The discussion now shifts to how Nine should distribute the funds. Management and shareholders are likely to hold differing views on the matter,says one shareholder,on condition of anonymity.

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Nine ownsThe Sydney Morning Herald, The Ageand The Australian Financial Review,as well as streaming platform Stan and broadcast television and radio assets. Last week,senior company sources suggested a meaty dividend for shareholders,paying down debt and reinvestment in the digital growth areas of streaming and the publishing business were top priorities,alongside potential external investments.

But the shareholder says management would have to have a compelling argument to convince investors the money should be invested back into Nine. Morningstar analyst Brian Han agreed,saying shareholders were more likely to want dividends paid out than to see Nine pursue another asset.

“Even before CoStar came along,if you take out Domain,all your media assets are trading it below mid-single digit[earnings before interest,taxes and amortisation] multiples,so why will we want you to go and invest in another media company?” Han said.

“If you always say that the sum of your parts is so much higher than the current stock price,well,this is your chance to test it.

“What is theAFR worth to a billionaire? What is Stan worth as a separate company? The radio business,what are we still holding that for?”

While Han didn’t think the Domain sale is necessarily the beginning of a wider sell-off of Nine’s assets,it gives shareholders a chance to agitate,or use the prospect of a sell-off as a counter-argument,if Nine says it is thinking of reinvesting the funds,he said.

New owners for Domain would also reshape competition with the market leader,REA Group,which has dwarfed Domain for some time. As things stand,REA’s market capitalisation of $29 billion is about 10 times that of Domain. REA shares fell 2 per cent on Monday and they are down 17 per cent since February 20.

Worth $53 billion globally,CoStar,led by Florance,would empower Domain to chase REA more assertively. Florance’s history suggests CoStar would use aggressive marketing tactics to go about this.

CoStar will have access to Domain’s books for four weeks while it does due diligence. A deal will also require approval from the Foreign Investment Review Board,part of the Treasury,which is now in caretaker mode after Prime Minister Anthony Albanese on Friday called a federal election for May 3.

For Nine,bolstering Stan Sport is a top priority. The next NRL broadcast rights deal will set the scene for Nine’s sports streaming strategy. Nine broadcast the 2024 Paris Olympics on free-to-air,free broadcast streaming and on Stan Sport,which it said at the time should serve as the ideal broadcast model.

Scale and a diversity of assets were the two key pillars for Nine’s overall strategy,the sources said. After parting ways with Domain,a move to invest in outdoor advertising,in particular ASX-listed firm oOh!Media,has been suggested.

”If you’re a shareholder,why do you care about scale?” said Han,saying cross-media synergies that would be offered from the likes of an outdoor company were a “mirage”.

Domain’s share price closed at $4.26 on Monday,down 1.5 per cent. Nine shares fell 2.6 per cent to $1.50.

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correction

An earlier version of this story stated that the CoStar bid is valued at $US2.8 billion. The correct figure is $A2.8 billion.

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