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oOh!media Targeted in $1.70 Cash Takeover Proposal from I Squared

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oOh!media Targeted in $1.70 Cash Takeover Proposal from I Squared

2026-08-10 02:15 UTCBy AlphaScala Research DeskSource reporting: smallcaps.com.auEditorial standards

oOh!media Targeted in $1.70 Cash Takeover Proposal from I Squared

I Squared Capital's binding $1.70 cash bid for oOh!media values the out-of-home firm at $898m. Board backs deal with conditions. Shareholder vote expected late October.

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oOh!media (ASX: OML) has signed a binding agreement to be acquired by an entity owned by I Squared Capital for $1.70 per share in cash, valuing the out-of-home advertising company at roughly $898 million on an equity basis.

The offer consists of $1.68 per share under a scheme of arrangement plus a fully franked $0.02 interim dividend for the first half of 2026. That gives a total enterprise value of about $1.04 billion.

The $1.70 price is $0.30 higher than the non-binding indicative proposal I Squared first put forward on April 29. It represents a 100% premium to oOh!'s undisturbed closing price of $0.85 on April 28. Measured against the one-month and three-month volume weighted average prices as at April 28, the premium is 83.6% and 69.4% respectively.

OOh!'s board, with one abstention, has unanimously recommended shareholders vote in favour. Director David Ferrarin abstained citing a potential conflict of interest. The recommendation is subject to no superior proposal emerging and an independent expert continuing to conclude the deal is in shareholders' best interests.

“After a comprehensive and competitive process, the board is pleased to have reached a binding agreement with I Squared Capital, at an attractive price,” chair Philippa Kelly said.

Shareholders will receive the $0.02 interim dividend without any reduction to the $1.68 scheme consideration. Separately, the board may declare a fully franked special dividend of about $0.10 per share before the scheme is implemented. Any special dividend would reduce the scheme consideration by the same cash amount, though eligible shareholders who can use franking credits could get additional value of up to $0.04 per share.

The transaction requires approval from oOh! shareholders and the court, plus clearance from the Foreign Investment Review Board, the New Zealand Overseas Investment Office, and the Australian Competition and Consumer Commission. It is also conditional on the independent expert maintaining its conclusion, no material adverse change or prescribed event occurring, and specified change-of-control consents remaining in place.

The scheme is not subject to financing or due diligence conditions. BidCo expects to fund the consideration through committed equity from ISQ Global Infrastructure Fund IV and ISQ Growth Markets Infrastructure Fund II together with committed debt financing.

The agreement includes standard no-shop, no-talk, and no-due-diligence obligations with fiduciary carve-outs, along with notification requirements and a matching right for BidCo if a superior proposal emerges. A break fee of $8.9 million may be payable by oOh! to BidCo in specified circumstances, and a reverse break fee of the same amount may be payable to oOh! if BidCo triggers the relevant termination provisions.

A scheme booklet with further details and the independent expert's assessment is expected to be sent to shareholders in October. The scheme meeting is currently targeted for late October. If shareholders approve and all conditions are satisfied or waived, oOh! expects implementation in late November or early December. If implementation has not occurred by December 31, shareholders will receive an additional $0.000136 per share for each day from that date through to implementation.

I Squared senior partner Harsh Agrawal said the firm looks forward to partnering with the management team to build on the company's market leadership. “oOh! has developed an impressive portfolio of out-of-home media infrastructure assets in a growing market,” he said.

OOh!'s chief executive officer James Taylor and his leadership team remain in place. Kelly said I Squared's focus on optimising the full value of the network aligns with the strategy Taylor has been executing.