oOh!media (ASX: OML) – Scheme of Arrangement Chair’s Address and Presentation

Shareholders of oOh!media Limited have voted overwhelmingly to approve the proposed acquisition by I Squared Capital at $1.68 cash per share. The scheme of arrangement passed with 99.81% of votes cast in favour, clearing a key hurdle in what has been a competitive sales process that began with an initial $1.40 proposal in April 2026.

The $1.68 consideration represents a 98% premium to the undisturbed closing price of $0.85 on 28 April 2026, when the initial proposal emerged. The offer also sits comfortably within the valuation range of $1.59 to $1.78 established by independent expert Grant Samuel, whose conclusion that the scheme is fair and reasonable held sway with shareholders. The board, excluding David Ferrarin due to a potential conflict arising from advisory services his entity provided to I Squared, unanimously recommended shareholder approval.

Shareholders have already received the interim HY26 dividend of $0.02 per share in September. The board intends to pay a fully franked permitted dividend of $0.10 per share before the record date, subject to liquidity and legislative requirements. This structure allows shareholders to access franking credits attached to the dividend, though it will reduce the scheme consideration by the amount of that payment.

The path to implementation now depends on remaining regulatory clearances. The Australian Competition and Consumer Commission approved the transaction on an unconditional basis in September. New Zealand’s Overseas Investment Office provided consent in late October. The critical approval still outstanding is from the Foreign Investment Review Board, which has until 13 November 2026 to determine whether to clear the deal. I Squared has informed oOh! that it has no reason to believe FIRB approval will be withheld or materially delayed.

Assuming regulatory approvals progress as expected, the second court hearing is scheduled for 18 November 2026. If the court approves the scheme, the last day of trading for oOh! shares is expected to be 19 November 2026. Implementation of the scheme, when shareholders will receive the cash consideration, is targeted for 10 December 2026.

The process that delivered this outcome began with multiple competing proposals from I Squared Capital, Pacific Equity Partners, and Oaktree Capital Management, each given access to comprehensive due diligence. The $1.68 price ultimately emerged as the highest offer received, representing the conclusion of what the board characterized as a comprehensive public process. For investors, the items to monitor are FIRB’s decision by 13 November and the court hearing outcome on 18 November, as any unexpected regulatory impediments could delay or derail implementation.

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.