oOh!media Limited has received a second unsolicited indicative takeover proposal, this time from I Squared Capital offering A$1.45 per share, an improvement on Pacific Equity Partners’ A$1.40 bid announced just two weeks earlier. This competitive dynamic, combined with the board’s clear signal that it considers both proposals undervalued, suggests the auction for Australia’s leading out-of-home media company is entering a more substantive phase.
The ISQ proposal follows the same structure as the PEP offer, with acquisition contemplated through a scheme of arrangement. Both are non-binding at this stage and subject to extensive due diligence and completion of binding documentation. ISQ’s offer carries an additional feature common in takeover proposals: the purchase price will be reduced by any dividends or distributions paid to shareholders before the scheme completes. This is a standard protective mechanism for bidders but effectively caps the value shareholders receive unless the bidder waives the adjustment.
What matters most to shareholders is the board’s stated position. The directors have collectively determined that neither proposal adequately reflects oOh!’s intrinsic value and have explicitly declined to recommend either bid at current levels. This stance preserves optionality and signals confidence in the company’s underlying worth. Rather than dismissing the bidders outright, the board has offered both parties access to limited due diligence information, creating a pathway for revised proposals that might command board support. This is disciplined negotiation, not rejection.
The broader context strengthens the board’s negotiating position. oOh! is simultaneously engaging with other parties and remains open to additional proposals. This suggests a contested process may be developing, which typically drives prices higher for selling shareholders. The decision to pause the on-market share buyback program is worth noting, as it removes a competing use of capital and eliminates any distraction during the takeover period.
For investors, the near-term focus is whether either bidder improves its offer to levels the board deems acceptable, or whether alternative bidders emerge. The ISQ offer at A$1.45 establishes a new floor, though the board’s language suggests this still falls short of fair value. The preliminary nature of discussions means there remains considerable uncertainty and the process could extend over several months. Shareholders have benefited from competitive interest that has manifested in material price improvement in just two weeks, but the outcome remains unresolved. The announcement has been flagged as price sensitive and is material to the ASX.
View the full ASX announcement (PDF)
About oOh!media Limited (ASX: OML)
oOh!media is an out-of-home advertising company that operates a network of over 30,000 advertising sites across Australia and New Zealand, holding approximately 35% of the Australian out-of-home advertising market. The company’s sites include roadside billboards, shopping centres, public transport stations, buildings, and university campuses. It also operates digital platforms, native content production, and digital printing services.
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