oOh!media Takeover Reaches Its Decisive Shareholder Vote

Scheme Booklet Moves Takeover to Shareholder Decision

oOh!media Limited (ASX:OML) has moved its proposed acquisition by I Squared Capital into the formal shareholder decision phase, dispatching the scheme booklet and personalised voting materials after the Supreme Court of New South Wales approved the convening of the meeting.

The booklet relates to the proposed scheme of arrangement with OOH BidCo, an entity owned and controlled by funds managed or advised by I Squared Capital and its affiliates. It includes the independent expert’s report, meeting notice and voting information, although this announcement does not disclose the acquisition consideration or the expert’s conclusion.

2 November Vote Sets the Immediate Milestone

Shareholders will vote at a hybrid scheme meeting at 11:00am Sydney time on Monday, 2 November 2026. They can attend in person in North Sydney or participate online, with the meeting required to consider a single resolution approving the scheme under section 411 of the Corporations Act.

The dispatch is an important procedural step, but it is not the transaction’s finish line. Shareholder approval, continued support from the independent expert and subsequent Court approval remain material conditions before the proposed acquisition can be implemented.

Board Support Holds, With One Director Excluded

The oOh! board continues to unanimously recommend that shareholders vote in favour of the scheme, provided there is no Superior Proposal and the independent expert continues to conclude that the transaction is in shareholders’ best interests. The directors, excluding the conflicted director, also intend to vote their holdings in favour on the same basis.

David Ferrarin has abstained from making a recommendation because of a potential conflict arising from his association with an entity that provided advisory services to I Squared. oOh! says Ferrarin did not participate in those services or in the board’s consideration of the scheme implementation agreement, but his exclusion remains a notable governance feature of the vote.

Transaction Still Awaits the Decisive Approvals

The next meaningful signal will come from the independent expert’s position and the shareholder vote itself. A favourable board recommendation improves the transaction’s presentation to investors, but it does not remove the need for shareholders to approve the scheme or for the Court to authorise its implementation.