oOh!media agrees to $1.04b I Squared Capital takeover

oOh!media has agreed to a $1.04 billion takeover by global infrastructure investor I Squared Capital, with the Out of Home company’s board backing the deal.

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Under the binding scheme implementation agreement, I Squared-controlled OOH BidCo will acquire 100 per cent of oOh!media’s shares. Shareholders will receive total consideration of $1.70 cash per share, including a two-cent fully franked interim dividend.

The transaction values oOh!media’s equity at approximately $898 million and gives the business an enterprise value of $1.04 billion.

A 100 per cent premium to oOh!’s pre-bid price

The $1.70 total consideration is 21.4 per cent above the $1.40 per share offered under I Squared’s initial non-binding proposal announced on 29 April.

It also represents a 6.9 per cent premium to oOh!media’s $1.59 closing share price on 7 August. Compared with the undisturbed closing price of $0.85 on 28 April, before the initial proposal was announced, the offer represents a 100 per cent premium.

oOh!media may also pay a fully franked special dividend of approximately 10 cents per share before the scheme is implemented. The scheme consideration would be reduced by the amount of that dividend, although eligible shareholders may also receive the benefit of associated franking credits.

Philippa Kelly, chair of oOh!media, said the agreement followed a “comprehensive and competitive process”.

“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! shareholders.”

Harsh Agrawal, senior partner at I Squared Capital, said the investor planned to build on oOh!media’s position in the market.

“oOh! has developed an impressive portfolio of out-of-home media infrastructure assets in a growing market. 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.”

Board backs the deal as approvals loom

The oOh!media board has unanimously recommended shareholders vote in favour of the scheme, subject to no superior proposal emerging and an independent expert concluding the deal is in shareholders’ best interests.

Director David Ferrarin abstained from making a recommendation due to a potential conflict arising from his association with an entity that provided advisory services to I Squared. The company said Ferrarin did not participate in those services or the board’s consideration of the transaction.

The deal still requires shareholder and court approval, alongside regulatory clearances from the Australian Competition and Consumer Commission, Foreign Investment Review Board and New Zealand Overseas Investment Office.

The scheme is not subject to financing or due diligence conditions. I Squared expects to fund the acquisition through committed equity and debt financing.

Shareholder vote expected in October

oOh!media expects to send shareholders a scheme booklet and independent expert’s report in October 2026. A shareholder meeting is currently expected in late October.

If approved and all remaining conditions are satisfied or waived, the takeover is expected to be completed in late November or early December 2026.

UBS Securities Australia Limited is advising oOh!media on the transaction, with Mallesons acting as Australian legal adviser.