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

oOh!media (ASX: OML) has entered a binding agreement for OOH BidCo, an entity owned and controlled by by I Squared Capital and its affiliates, to acquire all of its shares for total cash consideration of $1.70 per share.

The offer comprises $1.68 per share under a scheme of arrangement plus a fully franked $0.02 interim dividend for the first half of 2026, valuing oOh! at approximately $898 million on an equity basis and $1.04 billion on an enterprise basis.

The agreed price is $0.30 per share higher than the initial non-binding indicative proposal disclosed on 29 April and represents a 100% premium to the undisturbed closing price of $0.85 on 28 April.

Excluding director David Ferrarin—who abstained because of a potential conflict of interest—the oOh! board has unanimously recommended shareholders vote in favour of the takeover, subject to no superior proposal emerging and an independent expert continuing to conclude the transaction is in shareholders’ best interests.

Offer Price Increased

The $1.70 total consideration represents a 21.4% increase on the initial proposal, a 6.9% premium to oOh!’s 7 August closing price and premiums of 83.6% and 69.4% to its one-month and three-month volume weighted average prices respectively as at 28 April.

Shareholders will receive the $0.02 interim dividend without any reduction to the $1.68 scheme consideration, while the board may separately declare a fully franked special dividend of about $0.10 per share before implementation.

Any special dividend would reduce the scheme consideration by the same cash amount, although eligible shareholders able to use franking credits could receive additional value of up to $0.04 per share if the dividend is fully franked.

“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.

“I Squared’s focus on optimising the full value of the network aligns with the strategy of our chief executive officer James Taylor and our experienced leadership team.”

Regulatory and Shareholder Approval

Implementation requires approval from oOh! shareholders and the court as well as regulatory clearance from the Foreign Investment Review Board, New Zealand Overseas Investment Office, and Australian Competition and Consumer Commission.

The transaction is also conditional on the independent expert maintaining its conclusion, no material adverse change or prescribed event occurring and specified change-of-control consents, and material contract protections remaining in place.

The scheme is not subject to financing or due diligence conditions, with BidCo expecting 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 contains the customary no-shop, no-talk, and no-due-diligence obligations, subject to fiduciary carve-outs, along with notification requirements and a matching right for BidCo if a superior proposal emerges.

A break fee of $8.9m may be payable by oOh! to BidCo in specified circumstances, while a reverse break fee of the same amount may be payable to oOh! if BidCo triggers the relevant termination provisions.

Late-October Vote Expected

A scheme booklet containing further transaction details and the independent expert’s assessment is expected to be sent to shareholders in October, with the scheme meeting currently targeted for late October.

If shareholders approve the proposal and the remaining conditions are satisfied or waived, oOh! expects implementation in late November or early December.

The agreement provides that if implementation has not occurred by 31 December, shareholders will receive an additional $0.000136 per share for each day from that date through to implementation.

“oOh! has developed an impressive portfolio of out-of-home media infrastructure assets in a growing market,” I Squared senior partner Harsh Agrawal said.

“We look forward to partnering with the management team to build on the company’s market leadership and continue to deliver compelling out-of-home media advertising opportunities for customers.”