Motio secures a 6 cent cash offer from IVE Group

IVE offers Motio shareholders a defined cash exit

Motio Ltd (ASX:MXO) has agreed to a binding scheme implementation deed with IVE Group (ASX:IGL), putting a 6.0 cents-per-share cash offer in front of investors after years of rebuilding the digital place-based media company. The proposed acquisition would transfer 100% of Motio’s shares to IVE Group Australia through a members’ scheme of arrangement.

The offer represents a 15% premium to Motio’s closing price of 5.2 cents on 18 September, the last undisturbed trading day. It also stands 11% above the one-month VWAP and 18% above the three-month VWAP, according to the announcement.

Board support comes with two important qualifications

Motio’s board unanimously recommends that shareholders vote in favour of the scheme, while also recommending that holders of the MXOAV placement options support a separate creditors’ scheme. Those recommendations are conditional on an Independent Expert concluding, and continuing to conclude, that each transaction is in the best interests of the relevant holders, and on no Superior Proposal emerging.

Each Motio director intends to vote shares they own or control in favour of the scheme on the same conditions. No Motio director holds MXOAV options, so directors will not vote on the option scheme.

Optionholders offered 0.6 cents per MXOAV

The companion option scheme covers 34.6 million MXOAV options issued in November 2025. Holders would receive 0.6 cents per option in cash, despite those options carrying a 10-cent exercise price and expiring in November 2027. The option scheme is conditional on the share scheme becoming effective, as well as the required optionholder and Court approvals.

The transaction also requires Motio to eliminate other securities that could convert into shares. The company has agreements in place to cancel options held by Imperium Nominees and L39 Pty Ltd, subject to shareholder approval under ASX Listing Rule 6.23.2 or an ASX waiver. Motio’s equity incentives are also intended to vest and be dealt with before the scheme record date.

Potential dividend depends on Motio’s cash balance

The deed allows Motio’s board to declare and pay a cash dividend before implementation if net cash exceeds $4 million. Any permitted dividend would not reduce the 6.0 cents-per-share scheme consideration, including by reference to attached franking credits. Motio has not decided to pay one, and the eventual amount, if any, remains uncertain.

The $4 million threshold is also a formal condition of the scheme, measured on the day before the second Court date. That makes Motio’s cash position an important execution item alongside the usual voting and legal approvals.

Scheme timetable points to a December exit

Motio expects the Scheme Booklet and Independent Expert’s report to be provided to holders in November, with the shareholder and optionholder meetings also targeted for that month. Subject to the required approvals and satisfaction of the conditions, implementation is expected in December 2026, although the timetable is indicative.

The deed contains customary exclusivity provisions, including no-shop, no-talk and no-due-diligence restrictions, with fiduciary carve-outs and a matching right for IVE. Motio could owe IVE a $300,000 break fee in specified circumstances, while IVE has agreed to a $400,000 reverse break fee. IVE Group has also guaranteed the payment obligations of its acquisition vehicle.

The central question is execution, not headline price

For Motio shareholders, the proposed consideration provides a clear cash outcome at a premium to recent market prices, but it is not yet a completed transaction. The Independent Expert’s conclusion, the voting thresholds, the Court process, Motio’s cash balance and the treatment of outstanding equity instruments all remain live conditions.