oOh!media Takeover Clears Court Hurdle Ahead of Shareholder Vote

oOh!media Limited (ASX:OML) has cleared a significant procedural hurdle in its proposed takeover by I Squared Capital, with the Supreme Court of New South Wales approving the shareholder meeting and distribution of the Scheme Booklet. The deal remains conditional, but the transaction has now moved from negotiation into the formal voting phase.

Independent Expert Supports $1.68 Consideration

Grant Samuel & Associates, acting as independent expert, concluded that the scheme is in the best interests of oOh! shareholders in the absence of a superior proposal. Its assessed valuation range of $1.59 to $1.78 per share brackets the proposed $1.68 consideration, giving the offer a valuation reference point without removing the need for shareholders to make their own assessment.

The oOh! board, excluding the Excluded Director, unanimously recommends that shareholders vote in favour of the scheme. Directors also intend to vote shares they hold or control in favour, although that recommendation is conditional on no superior proposal emerging and the independent expert continuing to support the transaction.

Shareholder Vote Set for 2 November

The Scheme Booklet is expected to reach shareholders by 2 October, after registration with the Australian Securities and Investments Commission. The shareholder meeting is scheduled for 2 November 2026, when investors will decide whether to accept the acquisition by OOH BidCo, an entity owned and controlled by funds managed or advised by I Squared Capital and its affiliates.

Completion Still Depends on Further Approvals

A successful meeting vote would not immediately deliver the $1.68 per share consideration. The indicative timetable provides for a second court date on 4 November, an effective date on 5 November and implementation on 26 November. Those dates remain subject to the scheme’s conditions and can change; the transaction is not complete until the relevant steps have been satisfied.

For shareholders, the central question now shifts from whether a binding transaction can be secured to whether the proposed price adequately compensates them for giving up exposure to oOh!’s Australian and New Zealand out-of-home advertising network. The Scheme Booklet and independent expert’s full reasoning will be the next important inputs before the vote.