oOh!media shareholders have taken the proposed $1.68-per-share I Squared Capital takeover to its decisive meeting, with proxy and direct votes showing 99.81% support by votes cast. The final poll result was still to be announced, while FIRB approval remains the key outstanding regulatory hurdle.
- 99.81% support among proxy and direct votes cast
- $1.68 cash offer valued within Grant Samuel’s $1.59-$1.78 range
- FIRB decision due by 13 November 2026
- NSW Supreme Court hearing scheduled for 18 November
- Potential $0.10 fully franked dividend would reduce scheme consideration
Proxy vote points strongly towards $1.68 takeover
oOh!media Limited (ASX:OML) has reached the central shareholder vote on its proposed acquisition by I Squared Capital-backed OOH BidCo, with 272,557,035 proxy and direct votes cast in favour before the meeting. That represented 99.81% of votes cast, although the figure was not the final poll result and the scheme still required formal approval at the meeting.
The pre-meeting support came from 308 shareholders, or 84.85% of those lodging proxy and direct votes. Only 292,216 votes, or 0.11%, were against, while 214,493 votes remained open. The final result was due to be released separately after the poll closed.
Competitive sale process produced $1.68 cash offer
Chair Philippa Kelly told shareholders the scheme emerged from a competitive process that began with an unsolicited $1.40-per-share proposal in April. I Squared, Pacific Equity Partners and Oaktree Capital Management were given access to due diligence, with the board saying the I Squared offer was the highest received.
The proposed consideration of $1.68 per share represents premiums of 98% to oOh!media’s undisturbed closing price of $0.85 on 28 April, 81% to its one-month VWAP and 67% to its three-month VWAP. The transaction has already cleared the New Zealand Overseas Investment Office and the ACCC, following the earlier New Zealand OIO consent that removed one condition to the scheme.
Independent expert and board retain support
Grant Samuel continues to regard the scheme as fair and reasonable and in shareholders’ best interests, provided no superior proposal emerges. Its assessed value range of $1.59 to $1.78 per share places the $1.68 offer within the range rather than above it.
All directors other than David Ferrarin recommended the transaction and said they would vote shares they hold or control in favour. Ferrarin abstained because of a potential conflict arising from his association with an entity that advised I Squared. The board’s recommendation also excludes any benefits payable to chief executive and managing director James Taylor, which shareholders were told to consider separately.
FIRB and court approval remain between vote and completion
Foreign Investment Review Board approval remains outstanding, with the statutory decision period ending on 13 November. I Squared has told oOh!media it has no reason to believe approval will not be forthcoming or materially delayed, but that assessment does not remove the condition from the transaction.
If shareholders approve the scheme, the NSW Supreme Court is scheduled to consider it on 18 November. Subject to court approval and the remaining conditions, the scheme is expected to become effective on 19 November, with that date also expected to be the final day of trading in oOh!media shares. Completion is currently expected on 10 December, although the timetable remains indicative.
Potential dividend changes cash consideration
The board currently intends to determine a fully franked permitted dividend of $0.10 per share before the scheme record date, subject to liquidity, franking credits and legal requirements. If paid, the scheme consideration would be reduced by the dividend amount, allowing shareholders to receive part of the value through the dividend and its attached franking credits rather than through the takeover payment.
That adjustment means the headline $1.68 figure is not necessarily the amount ultimately paid under the scheme itself. The immediate question is less whether the transaction has shareholder momentum than whether the remaining regulatory and court steps proceed without disturbing the timetable.
Bottom Line?
The vote appears well supported, but completion still depends on the final poll, FIRB approval and the NSW Supreme Court. The proposed dividend also means shareholders should distinguish the headline offer from the final scheme payment.
Questions in the middle?
- Will the final poll satisfy both the shareholder-number and 75% voting thresholds?
- Will FIRB approve the transaction by the statutory 13 November decision date?
- Will the proposed $0.10 permitted dividend be declared, and how will it affect the final cash payment and timing?