IVE Group opens digital media channel with Motio deal

IVE buys entry into digital place-based media

IVE Group Limited (ASX:IGL) is moving beyond making and distributing marketing campaigns to owning part of the media through which those campaigns reach consumers. The company has agreed to acquire Motio Limited (ASX:MXO) for $0.060 cash per share, valuing the digital place-based media operator at approximately $20.7 million on a fully diluted equity basis.

The proposed acquisition would give IVE more than 1,300 digital screens across about 1,000 Australian locations, including medical centres, cafés, licensed venues, indoor sports facilities and taxi-top panels. IVE says the assets would add media sales, audience data, programmatic delivery and ad-serving technology to its existing creative, production, data and brand activation capabilities.

Motio brings a profitable network

Motio generated FY26 revenue from continuing operations of $9.2 million, up 8% on the prior year, and cash EBITDA of $2.5 million, up 31%, according to the transaction announcement. That equates to a cash EBITDA margin of about 27%. Motio was debt-free at 30 June 2026 and reported net cash of approximately $3.9 million.

On IVE’s figures, the deal implies an enterprise value of about $16.7 million, or roughly 6.7 times Motio’s FY26 cash EBITDA. The share offer represents premiums of 15.4% to Motio’s 18 September closing price, 15.6% to its five-day VWAP, 14.0% to its three-month VWAP and 17.5% to its six-month VWAP.

Funding, leverage and earnings claims

IVE intends to fund the acquisition from existing debt facilities and cash reserves, with no financing condition attached to the schemes. It expects the transaction to contribute positively to FY27 earnings before synergies and one-off transaction costs, and to be EPS accretive from the first full year of ownership.

That forecast comes with a balance-sheet trade-off. IVE estimates pro forma net debt to FY26 EBITDA of approximately 1.67 times after completion, based on its FY26 net debt and the transaction-related adjustments disclosed in the announcement. The company also says it expects cost savings from removing Motio’s listed-company expenses, while revenue synergies from cross-selling remain an opportunity rather than a quantified commitment.

Share and option schemes set for a late-November vote

The transaction will proceed through interrelated schemes of arrangement. Motio shareholders are being offered $0.060 per share, while holders of 34,611,222 MXOAV options will receive $0.006 per option under a separate option scheme. IVE Group guarantees the payment obligations of its wholly owned acquisition vehicle, IVE Group Australia.

The Motio board has unanimously recommended both schemes, subject to no superior proposal emerging and an independent expert continuing to conclude that the arrangements are in the best interests of shareholders and optionholders. The schemes also require the relevant shareholder and optionholder approvals, Court approval, completion of the agreed treatment of equity incentives, no material adverse change and no prescribed occurrence.

Cash threshold highlights execution risk

One condition deserves particular attention: Motio must have at least $4 million of consolidated net cash and cash equivalents on the day before the second Court date. That threshold is above the approximately $3.9 million Motio reported at 30 June, although the filing does not state that the condition is currently at risk. The deed also requires identified key employees to remain in place and gives IVE customary no-shop, no-talk and matching rights if a competing proposal emerges.

The indicative timetable points to ASIC review of the scheme booklet in late October, a first Court hearing and booklet dispatch in early November, shareholder and optionholder meetings in late November, and implementation in early December. Until the independent expert’s report, voting outcomes and Court process are complete, the strategic logic is clear but the acquisition remains a proposal rather than an owned earnings stream.