ACCC Clearance Moves oOh!media Takeover Closer

ACCC Removes Major Takeover Condition

oOh!media Limited (ASX:OML) has cleared one of the most significant regulatory hurdles in its proposed takeover by I Squared Capital. The Australian Competition and Consumer Commission has determined under the Competition and Consumer Act 2010 that the scheme of arrangement may be put into effect.

The decision relates to OOH BidCo, an entity owned and controlled by funds managed or advised by I Squared and its affiliates, acquiring all of oOh!media's fully paid ordinary shares. It does not, however, amount to completion of the transaction.

Foreign Investment Approvals Still Pending

Two regulatory gates remain open: approval from the Australian Foreign Investment Review Board and clearance from New Zealand's Overseas Investment Office. oOh!media said both processes are continuing, without providing a decision timetable.

That leaves the transaction exposed to further regulatory uncertainty even after the ACCC's determination. The announcement also discloses no transaction value or financial terms, so the next major information point for shareholders will be the Scheme Booklet rather than this clearance itself.

Shareholder Vote Expected in November

oOh!media currently expects to dispatch the Scheme Booklet in early October, followed by a shareholder meeting expected in early November. The booklet is expected to contain the detailed terms of the proposal and the independent expert's assessment, subject to that expert concluding, and continuing to conclude, that the Scheme is in shareholders' best interests.

The board continues to unanimously recommend the Scheme in the absence of a Superior Proposal, although that recommendation excludes director David Ferrarin. He has abstained because of a potential conflict arising from his association with an entity that provided advisory services to I Squared. The company said further details will be set out in the Scheme Booklet.

The Remaining Tests for Completion

The ACCC ruling improves the transaction's path to a shareholder vote, but investors still need to see the outstanding foreign investment decisions, the independent expert's conclusion and the formal Scheme timetable. Shareholder approval remains a separate condition, and the board's recommendation is expressly subject to the absence of a Superior Proposal and the expert's continuing support.