The Start of the Start - Part 2

I am thrilled to share the news with our customers, partners, and longtime supporters around the world that Matterport has entered into a definitive agreement to be acquired by CoStar Group. 

Since I joined Matterport five years ago, we set out to do three things: Create an innovative platform business that would accelerate the digital transformation of the built world; develop a world-class organization, our Matterpeeps, capable of navigating and steering the company toward this objective; and put customers at the center of everything we do. 

For more than a decade, Matterport has been on a courageous mission bolstered by several critical milestones along the way, including taking the company public in 2021 to ignite our strategy and scale our impact. Today marks another important milestone in our mission to make every building, every space more valuable and accessible. I couldn’t be more excited and more confident about the path forward for this great company. 

This transaction is a testament to our exceptional team, our scalable business model, and the innovative solutions we have developed for our customers. Matterport’s dedication and hard work has brought us to this point, and we are immensely proud of the team’s achievements. We are embarking on a transformative journey with CoStar Group. For nearly a decade, CoStar Group has been a great customer and partner helping to shape our future. They have long embraced our platform with great enthusiasm as we evolved over time, and they share a vision for digitizing the built world that runs as deeply through their organization as it does through ours. This merger will significantly enhance our capabilities by integrating CoStar Group's comprehensive property data, analytics, and real estate marketplaces with our advanced 3D technology and industry-leading digital twins. Our combined efforts could revolutionize the way properties are marketed and managed - exactly what we all came here to do. 

The complementary nature of our two companies will enable us to provide our customers a greatly enhanced value proposition. Teaming up with CoStar Group will allow us to leverage their expansive network and fast-growing presence in the online global property marketplace, to accelerate our initiatives and deliver for our customers with even greater impact. This strategic alignment not only has the potential to create significant value for our customers and shareholders, but also enhances our capacity to innovate. Unequivocally, our greatest strength has always been our unrelenting focus on innovation that continues to put Matterport into a category of its own. Together, we are poised to redefine the boundaries of what's possible.

I wanted to be the first to reach out to all of our residential, commercial, and enterprise customers and partners to share the news of CoStar Group’s intent to acquire Matterport. As Matterport expands our offerings to include a broader range of solutions for our customers, we believe joining CoStar Group will result in increased value we can deliver to our global customers as a whole. Bringing together CoStar Group’s global reach and marketplace properties with Matterport’s spatial data library and 3D platform will put us in an even better position to meet the needs of our customers.

If you’re not familiar with CoStar Group, they’ve been pioneers in the residential and commercial real estate industry for over 37 years. With this transaction, we’re expanding our global reach to bring our industry-leading Digital Twin technology to even more clients. Matterport can become the one-stop shop for our customers as we all work together to transform global real estate through technology and digitization.

One exciting aspect of this union is that, after closing, Matterport’s 3D technology platform can offer an all-in-one solution for real estate with the Digital Twin as the foundation across all real estate industries, leveraging CoStar Group’s global marketplaces across residential and commercial properties. We believe that by integrating the Matterport platform with CoStar Group’s properties, the future will become even brighter for our Digital Twin technology in Residential Real Estate, Commercial Real Estate, and Travel & Hospitality, bringing significantly more scale and reach to our customers. Another important aspect of this combination will be our ability to increase our investment in innovation and deliver new solutions and greater value for all of our customers. 

As we work through the process of closing the transaction with CoStar Group, you can expect the same great level of service from us. It’s business as usual across your touch points with us from sales to customer success and support. We appreciate your partnership and the impact that we continue to make together in the real estate industry. As always, we encourage you to reach out with any questions about the future of Matterport and the important role we play in continuing to work with you to digitize your real estate assets.

With excitement and gratitude, 

RJ Pittman Chairman and CEO, Matterport

See press release for more information. 

Important Additional Information Regarding the Proposed Transaction Will Be Filed with the SEC and Where to Find It

In connection with the proposed transaction among Matterport, CoStar and certain subsidiaries of CoStar (the “proposed transaction”), CoStar intends to file with the SEC a registration statement on Form S-4 (the “Registration Statement”) to register the shares of CoStar’s common stock to be issued in connection with the proposed transaction. The Registration Statement will include a document that serves as a prospectus of CoStar and proxy statement of Matterport (the “proxy statement/prospectus”), and each party will file other documents regarding the proposed transaction with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, INCLUDING THE PROXY STATEMENT/PROSPECTUS, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND OTHER RELEVANT DOCUMENTS FILED BY MATTERPORT AND COSTAR WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT MATTERPORT AND COSTAR, THE PROPOSED TRANSACTION, THE RISKS RELATED THERETO AND RELATED MATTERS.

After the Registration Statement has been declared effective, a definitive proxy statement/prospectus will be mailed to stockholders of Matterport as of the record date. Investors will be able to obtain free copies of the Registration Statement and the proxy statement/prospectus, as each may be amended from time to time, and other relevant documents filed by Matterport and CoStar with the SEC (when they become available) through the website maintained by the SEC at www.sec.gov. Copies of documents filed with the SEC by Matterport, including the proxy statement/prospectus (when available), will be available free of charge from Matterport’s website at http://investors matterport.com. Copies of documents filed with the SEC by CoStar, including the proxy statement/prospectus (when available), will be available free of charge from CoStar’s website at http://investors.costargroup.com/.

Participants in the Solicitation

Matterport and certain of its directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from Matterport’s stockholders with respect to the proposed transaction. Information about Matterport’s directors and executive officers is available in Matterport’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 27, 2024 and its definitive proxy statement for the 2023 annual meeting of stockholders filed with the SEC on April 27, 2023, and in the proxy statement/prospectus (when available). Other information regarding the participants in the solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Registration Statement, the proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed transaction when they become available. Stockholders of Matterport, potential investors and other readers should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions.

No Offer or Solicitation

This communication is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

Forward-Looking Statements 

This communication contains certain forward-looking statements within the meaning of the federal securities laws, including statements regarding the proposed transaction, the products and services offered by Matterport and the markets in which Matterport operates, business strategies, debt levels, industry environment including the global supply chain, potential growth opportunities, and the effects of regulations and Matterport’s projected future results. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “forecast,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions (including the negative versions of such words or expressions).

Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this communication, including the inability to consummate the proposed transaction within the anticipated time period, or at all, due to any reason, including the failure to obtain required regulatory approvals or satisfy the other conditions to the consummation of the proposed transaction; the risk that the proposed transaction disrupts Matterport’s current plans and operations or diverts management’s attention from its ongoing business; the effects of the proposed transaction on Matterport’s business, operating results, and ability to retain and hire key personnel and maintain relationships with customers, suppliers and others with whom Matterport does business; the risk that Matterport’s stock price may decline significantly if the proposed transaction is not consummated; the nature, cost and outcome of any legal proceedings related to the proposed transaction; Matterport’s ability to grow market share in existing markets or any new markets Matterport may enter; Matterport’s ability to respond to general economic conditions; supply chain disruptions; Matterport’s ability to manage growth effectively; Matterport’s success in retaining or recruiting officers, key employees or directors, or changes required in the retention or recruitment of officers, key employees or directors; the impact of restructuring plans; the impact of the regulatory environment and complexities with compliance related to such environment; factors relating to Matterport’s business, operations and financial performance, including the impact of infectious diseases, health epidemics and pandemics; Matterport’s ability to maintain an effective system of internal controls over financial reporting; Matterport’s ability to achieve and maintain profitability in the future; Matterport’s ability to access sources of capital; Matterport’s ability to maintain and enhance Matterport’s products and brand, and to attract customers; Matterport’s ability to manage, develop and refine Matterport’s technology platform; the success of Matterport’s strategic relationships with third parties; Matterport’s history of losses and whether Matterport will continue to incur continuing losses for the foreseeable future; Matterport’s ability to protect and enforce Matterport’s intellectual property rights; Matterport’s ability to implement business plans, forecasts, and other expectations and identify and realize additional opportunities; Matterport’s ability to attract and retain new subscribers; the size of the total addressable market for Matterport’s products and services; the continued adoption of spatial data; any inability to complete acquisitions and integrate acquired businesses; general economic uncertainty and the effect of general economic conditions in Matterport’s industry; environmental uncertainties and risks related to adverse weather conditions and natural disasters; the volatility of the market price and liquidity of Matterport’s Class A common stock and other securities; the increasingly competitive environment in which Matterport operates; and other factors detailed under the section entitled “Risk Factors” in Matterport’s Annual Report on Form 10-K and subsequently filed Quarterly Reports on Form 10-Q. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in documents filed by Matterport from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Matterport assumes no obligation and, except as required by law, does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Matterport does not give any assurance that it will achieve its expectations