Global infrastructure investor wins months-long takeover contest for Australian out-of-home advertising leader
SYDNEY: I Squared Capital has clinched a deal to acquire oOh!media Limited (ASX: OML) for approximately $1.04 billion, bringing an end to a competitive bidding process that drew interest from several major investment firms, a statement said.
The global infrastructure investor, which manages over $60 billion in assets, will acquire all issued shares of the outdoor advertising company for $1.70 per share in cash . The offer comprises $1.68 per share under a scheme of arrangement and a fully franked interim dividend of 2 cents per share .
The transaction implies an equity value of approximately $898 million and an enterprise value of $1.04 billion, according to an oOh!media statement Monday .
Hefty Premium Over Pre-Bid Price
The agreed price represents a 100% premium to oOh!media’s undisturbed closing price of 85 cents on April 28, when the company first received a non-binding proposal from rival suitor Pacific Equity Partners . The offer also marks a 6.9% premium to Friday’s closing price of $1.59 and exceeds the initial $1.40 per share proposal by 21.4% .
The bidding contest for the Sydney-based outdoor media company intensified after Pacific Equity Partners launched its takeover offer in April, drawing rival proposals from I Squared Capital, Bain Capital and Oaktree Capital Management . Bain Capital ended its pursuit in June and decided not to proceed .
Board Unanimously Backs Deal
oOh!media Chair Philippa Kelly said the board unanimously recommends the scheme, subject to no superior proposal emerging and an independent expert concluding the transaction is in shareholders’ best interests .
“After a comprehensive and competitive process, the Board is pleased to have reached a binding agreement with I Squared Capital, at an attractive price,” Kelly said in a statement .
Director David Ferrarin abstained from the recommendation due to a potential conflict of interest arising from his association with an entity that provided advisory services to I Squared. The company said Ferrarin did not participate in those services or the board’s consideration of the transaction .
Strategic Fit With Infrastructure Investor
I Squared Senior Partner Harsh Agrawal described oOh!media as representing the type of infrastructure platform the firm seeks to invest in .
“oOh! has developed an impressive portfolio of out-of-home media infrastructure assets in a growing market,” Agrawal said . “We look forward to partnering with the management team to build on the Company’s market leadership and continue to deliver compelling out-of-home media advertising opportunities for customers.”
The company operates a diversified network of more than 30,000 digital and static assets across Australia and New Zealand, spanning roadside billboards, street furniture, rail and transit networks, airports, retail environments and other public spaces .
Additional Dividend and Timetable
The oOh!media board may declare and pay a fully franked special dividend of approximately 10 cents per share before the scheme’s implementation . The scheme consideration would be reduced by the amount of any such special dividend, though eligible shareholders who can utilize franking credits could receive additional value of up to 4 cents per share .
The scheme requires approval from oOh!media shareholders and the court, as well as regulatory clearances from Australia’s Foreign Investment Review Board, the New Zealand Overseas Investment Office, and the Australian Competition and Consumer Commission .
The transaction is not subject to financing or due diligence conditions, with BidCo expecting to fund the acquisition through committed equity from ISQ Global Infrastructure Fund IV and ISQ Growth Markets Infrastructure Fund II, together with committed debt financing .
A scheme booklet containing further details and the independent expert’s report is expected to be sent to shareholders in October, with the scheme meeting currently targeted for late October . If approved, implementation is expected in late November or early December 2026 .
The agreement includes customary exclusivity provisions with fiduciary carve-outs, along with notification requirements and a matching right for BidCo in the event a superior proposal emerges .
UBS Securities Australia Limited is advising oOh!media on the transaction, with Mallesons acting as Australian legal adviser .
