SYDNEY: IVE Group Limited announced Monday it has entered a binding agreement to acquire Motio Limited, a digital place-based out-of-home media company, for approximately $20.7 million in cash.

The acquisition, structured as a scheme of arrangement, would give IVE Group Australia Pty Ltd 100% of Motio’s issued shares at $0.06 per share, the company said in a statement to the Australian Securities Exchange. Motio option holders would receive $0.006 per option under a separate but interrelated option scheme.

The deal values Motio at an enterprise value of approximately $16.7 million, or about 6.7 times its FY26 EBITDA.

Motio operates more than 1,300 digital screens at roughly 1,000 locations across Australia, including medical centers, cafes, licensed venues and indoor sports facilities. The company reported FY26 revenue from continuing operations of $9.2 million, an 8% increase over the prior year, and cash EBITDA of $2.5 million, up 31%. Motio is debt-free with a net cash position of about $3.9 million as of June 30, 2026.

IVE Managing Director Matt Aitken said the acquisition marks the company’s entry into the out-of-home media sector, one of the fastest-growing media channels in the Australian market.

“Motio gives us the ability to offer our clients a channel which they cannot currently access from IVE, and gives Motio’s network access to one of the largest advertiser bases in the country,” Aitken said.

The Motio board unanimously recommended shareholders vote in favor of the transaction. Each Motio director has confirmed intent to vote all shares they hold or control in support of the scheme.

The transaction is not subject to regulatory approvals or financing conditions and will be funded through IVE’s existing debt facility. IVE expects the acquisition to contribute positively to earnings in FY27 before synergies and one-time transaction costs, and to be earnings-per-share accretive from the first full year of ownership.

The deal includes a target break fee of $300,000 and a bidder break fee of $400,000. Motio must notify IVE within 48 hours of any competing proposal, and IVE holds a matching right exercisable within four business days.

Implementation remains subject to conditions including shareholder and court approval, an independent expert finding the scheme in the best interests of Motio shareholders, and no material adverse change at Motio. Conditions must be satisfied or waived by March 31, 2027.

Motio shareholders are expected to receive a scheme booklet in early November 2026, with a scheme meeting anticipated for late November. Implementation is expected in early December 2026.

E&P Capital is serving as financial adviser to IVE, with Bartier Perry as legal adviser and Alvarez & Marsal providing financial and tax due diligence.