oOh!media Limited (ASX:OML) has disclosed that the Foreign Investment Review Board (FIRB) has confirmed the Treasurer of Australia has no objections under the Foreign Acquisitions and Takeovers Act 1975 (Cth) to the proposed acquisition of oOh! by OOH BidCo Pty. Ltd., an entity owned and controlled by funds managed and/or advised by I Squared Capital and its affiliates, by way of a Scheme of Arrangement.

Key Points

  • FIRB has confirmed the Treasurer of Australia has no objections to the Scheme under the Foreign Acquisitions and Takeovers Act 1975 (Cth).
  • FIRB approval satisfies the condition precedent in clause 3.1(a) of the Scheme Implementation Agreement.
  • The Scheme received approval by the Requisite Majority of oOh! shareholders at the Scheme Meeting, as announced on 2 November 2026.
  • The Scheme remains subject to further conditions, including Court approval at the Second Court Hearing.

FIRB Condition Precedent Satisfied

oOh!media disclosed on 13 November 2026 that BidCo advised the company that FIRB had confirmed the Treasurer of Australia holds no objections under the Foreign Acquisitions and Takeovers Act 1975 (Cth) to the Scheme. The filing states that FIRB approval was a required regulatory approval for implementation of the Scheme, as announced on 10 August 2026. The obtaining of this approval means the condition precedent in clause 3.1(a) of the Scheme Implementation Agreement is now satisfied.

Scheme of Arrangement Background

The proposed acquisition involves OOH BidCo Pty. Ltd. acquiring oOh!media by way of a Scheme of Arrangement. BidCo is an entity owned and controlled by funds managed and/or advised by I Squared Capital and its affiliates. The Scheme was first announced on 10 August 2026. A Scheme Booklet in respect of the Scheme was released on 29 September 2026. oOh!media describes itself as a leading Out of Home media company with a network of digital and static asset locations across Australia and New Zealand.

Remaining Conditions and Shareholder Vote

According to the filing, the Scheme remains subject to a number of conditions, including Court approval at the Second Court Hearing. The filing also references that the Scheme received approval by the Requisite Majority of oOh! shareholders at the Scheme Meeting, as announced on 2 November 2026. The filing directs shareholders with questions relating to the Scheme to refer to the Scheme Booklet for further information. The release was authorised for publication by the Company Secretary.