oOh!media (ASX: OML) – oOh! Implements Scheme with I Squared 139

Henry Fung

Henry is a co-founder of MF & Co. Asset Management with over 20 years in financial services as a trader and investor, including the past 10 years advising clients and building quantitative trading systems. Henry also maintains a high conviction list of 5 stocks that you can get for free and has a free 5-day course on how professionals use quantitative strategies to find an edge. The concepts in the course are applied in the Quantitative Leveraged ETF L/S Strategy.
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August 10, 2026

oOh!media Limited has agreed to be acquired by funds managed by I Squared Capital for $1.70 per share under a binding Scheme Implementation Agreement, valuing the company’s equity at approximately $898 million and enterprise value at $1.04 billion. The consideration comprises scheme consideration of $1.68 per share plus an interim fully franked dividend of 2.00 cents per share, with shareholders additionally poised to benefit from an anticipated special dividend of approximately $0.10 per share, contingent on Board determination.

The price represents a 6.9% premium to oOh!’s closing price of $1.59 on 7 August 2026, the day immediately prior to announcement. More substantially, it delivers a 100% premium to the undisturbed share price of $0.85 recorded on 28 April 2026, before acquisition speculation materialized. The offer also marks a $0.30 or 21.4% improvement over I Squared’s initial non-binding proposal announced on 29 April 2026, signalling a competitive auction process that secured better terms for shareholders. Against the 1-month volume weighted average price to 28 April, the offer represents an 83.6% premium, and against the 3-month VWAP it shows a 69.4% premium.

The oOh! Board has unanimously recommended the scheme, conditional on the absence of a Superior Proposal and subject to an independent expert confirming the transaction serves shareholders’ best interests. Chair Philippa Kelly characterized the process as comprehensive and competitive, noting that I Squared’s strategic focus on optimising the network’s full value aligns with management’s strategy and the vision of CEO James Taylor. The Company operates Australia and New Zealand’s leading out-of-home media network, a position the Board viewed as reflected in the acquisition valuation.

I Squared Capital is positioned as a leading independent global infrastructure investor, and the acquirer perceives oOh!’s portfolio of out-of-home media infrastructure assets as highly attractive within a growing advertising market. This positioning suggests I Squared’s investment thesis centres on the quality of the underlying assets, the strength of market position, and the capacity for the existing management team to generate further value creation within a private ownership structure. The deal structure implies confidence in oOh!’s competitive defensibility and the scalability of its out-of-home media platform.

Shareholders face several critical milestones before the transaction completes. The independent expert must issue a conclusion that the scheme serves shareholders’ best interests, a condition precedent to the Board’s recommendation. Shareholder approval requires a formal vote at a meeting to be convened, with a court-ordered scheme of arrangement forming the legal implementation mechanism. Foreign Investment Review Board approval is required given I Squared’s foreign ownership status. Importantly, the special dividend reference remains tentative, dependent on Board determination and structured such that the scheme consideration reduces by the special dividend amount, meaning investors should model conservatively rather than assuming the full $1.70 headline figure represents unencumbered proceeds. This announcement is price sensitive and has been flagged as material by the ASX.

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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.

If you would like to discuss this announcement or how it might affect your portfolio, request a callback or call us on 1300 889 603.

This is general advice only. MF & Co Asset Management has not considered your personal financial needs, objectives or current situation. This information is not an offer, solicitation, or a recommendation for any financial product unless expressly stated. You should seek professional investment advice before making any investment decision.

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