oOh!media receives takeover offer

oOh!media shares are in focus as the board backs a $1.70 per share takeover by I Squared Capital.

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The oOh!media Ltd (ASX: OML) share price is in focus after announcing a binding Scheme Implementation Agreement for acquisition by I Squared Capital at $1.70 cash per share. The deal values oOh! at $898 million in equity, with a 6.9% premium to the last closing price and includes a fully franked interim dividend.

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Image source: Getty Images

What did oOh!media report?

  • Binding agreement for I Squared Capital (via OOH BidCo Pty. Ltd.) to acquire 100% of oOh! shares at $1.70 cash per share
  • Total cash consideration comprises $1.68 per share plus a 2.0 cent fully franked interim 1H 2026 dividend
  • Implied equity value of $898 million and enterprise value of $1.04 billion
  • Scheme price is a 6.9% premium to the last close, and 100% premium to undisturbed price on 28 April 2026
  • Potential additional fully franked special dividend of ~$0.10 per share, with franking credits for eligible shareholders
  • Board unanimously recommends shareholders vote in favour, subject to no superior proposal and independent expert support

What else do investors need to know?

The proposed acquisition will proceed via a members' scheme of arrangement, requiring approval from oOh! shareholders and the court, alongside regulatory consents. If approved, eligible shareholders will receive total cash of $1.70 per share (inclusive of dividends), with potential to benefit from franking credits on declared dividends.

Key regulatory conditions include approvals from the Foreign Investment Review Board, New Zealand's Overseas Investment Office, and the ACCC. The board may also declare a fully franked special dividend before implementation, which could provide further franking credit benefits to shareholders able to utilise them.

What did oOh!media management say?

oOh! Chair Philippa Kelly said:

After a comprehensive and competitive process, the Board is pleased to have reached a binding agreement with I Squared Capital, at an attractive price. I Squared's focus on optimising the full value of the network aligns with the strategy of our CEO James Taylor and our experienced leadership team. The Board unanimously recommends the Scheme, which we believe reflects the strength of the number one Out of Home network across Australia and NZ, and would deliver a strong outcome for oOh! shareholder.

What's next for oOh!media?

A scheme booklet, including an independent expert's report, will be sent to shareholders around October 2026. The shareholder vote is expected in late October, with implementation should all conditions be met by late November or early December. Until then, no action is required from shareholders.

Completion remains subject to court and regulatory approvals, as well as absence of any material adverse events or superior proposals. oOh!media will continue to update investors as the process develops.

oOh!media share price snapshot

Over the past 12 months, oO Media shares have declined 11%, trailing the All Ordinaries Index (ASX: XAO), which has risen 5% over the same period.

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Motley Fool contributor Laura Stewart has no position in any of the stocks mentioned. The Motley Fool Australia's parent company Motley Fool Holdings Inc. has no position in any of the stocks mentioned. The Motley Fool Australia has no position in any of the stocks mentioned. The Motley Fool has a disclosure policy. This article contains general investment advice only (under AFSL 400691). Authorised by Scott Phillips. This article was prepared with the assistance of Large Language Model (LLM) tools for the initial summary of the company announcement. Any content assisted by AI is subject to our robust human-in-the-loop quality control framework, involving thorough review, substantial editing, and fact-checking by our experienced writers and editors holding appropriate credentials. The Motley Fool Australia stands behind the work of our editorial team and takes ultimate responsibility for the content published by The Motley Fool Australia.

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