oOh!media Limited has cleared a significant regulatory hurdle in its proposed acquisition by I Squared Capital, with the New Zealand Overseas Investment Office granting consent for the Scheme of Arrangement. The approval removes a key foreign investment condition and brings the deal materially closer to completion. Under the Scheme, oOh! shareholders will receive $1.68 per share in cash if all conditions are satisfied and the Scheme completes. However, several regulatory and shareholder approvals remain outstanding before this consideration can be paid.
The OIO consent satisfies a specific condition precedent in the Scheme Implementation Agreement. The transaction, first announced on 10 August 2026, requires approval from multiple jurisdictions due to oOh!’s operations in both Australia and New Zealand. The OIO consent satisfies clause 3.1(b) of that agreement. One potential veto point has now been passed, though the Foreign Investment Review Board in Australia, oOh!’s shareholders, and the Federal Court must still provide their approvals before implementation can occur.
The independent expert appointed to assess the Scheme has concluded it is in the best interests of shareholders, absent a superior proposal. Grant Samuel and Associates valued the offer between $1.59 and $1.78 per share and assessed $1.68 as falling within a fair and reasonable range. The Independent Expert Report is detailed in the Scheme Booklet released 29 September. Shareholders intending to vote should review the full report and supporting materials to form their own assessment.
Three material conditions remain before the Scheme can proceed. The Foreign Investment Review Board must grant approval in Australia. oOh! shareholders must vote in favor at the Scheme Meeting scheduled for 11:00am Sydney time on Monday, 2 November 2026, where a Requisite Majority threshold will apply. The Federal Court must also approve the Scheme at a Second Court Hearing. Various other conditions outlined in the Scheme Implementation Agreement must be satisfied or waived.
oOh!’s Board continues to unanimously recommend the Scheme, with each director (excluding David Ferrarin, who abstained due to a conflict arising from advisory services provided to I Squared) committed to voting their personal shareholdings in favor. The voting deadline for shareholders is 11:00am Sydney time on Saturday, 31 October 2026. The Scheme Meeting will be held at Level 2, 73 Miller Street, North Sydney, with a web-based option also available.
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Become an AR or CARInvestors should monitor FIRB’s decision timeline and shareholder sentiment ahead of the 2 November meeting. Any material updates on remaining approvals or announcement of a competing proposal would likely move the stock. The announcement constitutes a material change in oOh!media’s circumstances and is flagged as price sensitive by 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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