Key Highlights

  • The booklet relates to a proposed scheme of arrangement under which OOH BidCo Pty.
  • Ltd., controlled by funds managed or advised by I Squared Capital, would acquire the company.
  • The registration took place on 29 September 2026, and the booklet is expected to be despatched to shareholders.
  • The scheme consideration is AUD 1.68 in cash per share, implying an Enterprise value of about AUD 1.03.

oOh!media Limited (ASX:OML), an out-of-home media company with digital and static Advertising Assets across Australia and New Zealand, has registered its Scheme Booklet with the Australian Securities and Investments Commission (ASIC). The booklet relates to a proposed scheme of arrangement under which OOH BidCo Pty. Ltd., controlled by funds managed or advised by I Squared Capital, would acquire the company. The registration took place on 29 September 2026, and the booklet is expected to be despatched to shareholders by 2 October 2026.

The proposed terms

The scheme consideration is AUD 1.68 in cash per share, implying an enterprise value of about AUD 1.03 billion. The booklet cites premiums of 98 per cent to the last undisturbed closing price of AUD 0.85, 81 per cent to the one-month Volume weighted average price of AUD 0.93 and 67 per cent to the three-month figure of AUD 1.00.

The independent expert concluded that the scheme is in the best interests of shareholders, in the absence of a superior proposal, with a valuation range of AUD 1.59 to AUD 1.78 per share. The directors, excluding David Ferrarin, unanimously recommend voting in favour, subject to the absence of a superior proposal and to the expert continuing to reach that conclusion. Mr Ferrarin abstained because of a conflict of interest. The scheme implementation agreement was signed on 10 August 2026, following an initial proposal announced on 28 April 2026.

Key dates

Shareholders are due to vote at a scheme meeting at 11:00am on Monday, 2 November 2026, at Level 2, 73 Miller Street, North Sydney. The voting deadline is 11:00am on Saturday, 31 October 2026. The second court hearing is set for 9:15am on Wednesday, 4 November 2026, the Record Date is 5:00pm on Thursday, 19 November 2026 and implementation is scheduled for Thursday, 26 November 2026.

Approval requires at least 75 per cent of the votes cast on the scheme resolution and a majority in number, meaning more than 50 per cent, of shareholders present and voting.

Conditions and adjustments

The scheme remains subject to conditions, including approval from the Foreign Investment Review Board, the New Zealand Overseas Investment Office and the Australian Competition and Consumer Commission, as well as court approval and no material adverse change to oOh!media. ASIC has been asked for a statement that it has no objection to the scheme, but the announcement does not report it as received.

What Comes Next

Chief Financial Officer Chris Roberts continues as sole Company Secretary, and Nicole Graham of MUFG Corporate Governance Pty Ltd is the person responsible for communications with the ASX..