sure, but REA is offering them a bigger share of the combined group than implied by pre-bid prices. That's effectively a premium.sure, but REA is offering them a bigger share of the combined group than implied by pre-bid prices. That's effectively a premium.

You're completely looking at this from the wrong perspective. Because the consideration is not cash, it's a merger, not an acquisition, and because REA is valued at 2x the multiple of Rightmove, Rightmove shareholders would be massively diluted by this deal going through.

That's the wrong yardstick. REA trades at 28x EV/EBITDA. Why do I, a Rightmove shareholder, want to dilute my Rightmove stake (15x EV/EBITDA, pre-bid) so I can buy REA stock at such an inflated valuation?

right, but REA is controlled by the majority shareholder with 61.42% of the equity, which deserves something of a discount in my mind, given who that majority shareholder is ?