Doma Holdings Inc. (NYSE:DOMA) announced that it has entered into a definitive agreement and plan of merger (the ?transaction?) with Title Resources Group (?TRG?), subject to stockholder and regulatory approvals. In the transaction, TRG would acquire all of the outstanding shares of Doma for $6.29 per share of common stock in an all-cash transaction, an approximate premium of 43.0% over Doma?s closing share price on March 27, 2024, and an approximate 33.9% premium over the trailing 30-day volume weighted average closing price ending March 27, 2024. The transaction, which was unanimously approved by Doma?s Board of Directors, acting on the unanimous recommendation of a special committee of the Board of Directors comprised entirely of independent directors, is expected to close in the second half of 2024, subject to certain closing conditions, including approval by the holders of a majority of Doma?s common stock that are not affiliated with the Lennar Stockholders and certain other persons, and certain insurance regulatory approvals.

The transaction is not subject to a financing condition, though is conditioned on the completion of certain specified transactions as contemplated by the merger agreement for the transaction (the ?merger agreement?), an investment by Lennar into TRG and the consummation of certain arrangements with HSCM. LENX ST Investor, LLC and Len FW Investor, LLC (?Lennar? and together with LENX ST Investor, LLC, the ?Lennar Stockholders?), representing approximately 25% of the voting power of Doma?s common stock, have signed a voting agreement in support of the transaction, agreeing to vote their shares of Doma?s common stock in favor of the merger agreement and the transaction.

Under the terms of the merger agreement, Doma may solicit alternative acquisition proposals from third parties during a 50-day ?go-shop? period following the date of execution of the merger agreement. The Doma Board of Directors will have the right to terminate the merger agreement to enter into a superior proposal subject to the terms and conditions of the merger agreement and the payment of a break-up fee.

There can be no assurances that the ?go-shop? will result in a superior proposal. Doma does not intend to disclose developments related to the solicitation process unless it determines such disclosure is appropriate or is otherwise required.