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Deal note · oOh!media (ASX: OML)

oOh!media: an auction that added 30 cents

I Squared Capital's take-private of Australia's largest outdoor advertising network goes to a vote on 2 November. What the price implies, how the expert got there and what could still go wrong.

Bidline · 12 October 2026

The process

  1. 28 AprUnsolicited proposal at $1.40 cash, a 65% premium to the $0.85 close.
  2. 15 JunBoard confirms non-binding proposals in a $1.60 to $1.65 range. I Squared, Pacific Equity Partners and Oaktree receive due diligence access.
  3. 10 AugBinding agreement with I Squared at $1.68 cash plus the $0.02 interim dividend, $1.70 in total.
  4. 29 SepScheme booklet released. Grant Samuel finds the scheme fair and reasonable.
  5. 2 NovScheme meeting, with payment expected on 26 November.

A competitive process lifted the price from $1.40 to $1.70, about 21% above the opening bid. It is the board's strongest argument: the price was set by three well-funded buyers, not one.

What I Squared is paying

The offer implies an enterprise value of about $1.03 billion. On calendar 2025 underlying EBITDA of $139.1m, that is roughly 7.4x. Earnings have since fallen: first-half 2026 underlying EBITDA dropped 23% to $48.1m, so on a trailing basis the multiple is closer to 8.3x.

Timing is the point. An infrastructure investor is buying long-dated site contracts and digital screens after a weak half, while management guides to a materially stronger second half and outdoor's share of agency spend sits at a record 16.9%. Paying on trough earnings is a bet that the recovery is real.

Grant Samuel values oOh! at $1.59 to $1.78 a share on a control basis. The $1.68 offer sits just below the midpoint, which is why the expert calls it fair rather than generous.

The arbitrage

At the 25 September close of $1.66, the gross spread to $1.68 was 1.2%, about 7% annualised to a 26 November payment. Two details change the maths.

  • Franking. The board intends a $0.10 fully franked special dividend, deducted from the cash. For a holder who can use the credits in full, such as a super fund in pension phase, they are worth about 4.3 cents, lifting effective value to around $1.72.
  • Ticking fee. If implementation slips past 31 December, holders earn $0.000136 a share per day, about 3% a year, so regulatory delay is partly compensated.

What could break it

  • Approvals. FIRB, New Zealand's OIO and the ACCC remain conditions. Foreign ownership of billboard and transport sites is not a typical FIRB concern, but timing can slip.
  • The vote. A scheme needs 75% of votes cast. After a 98% premium and an auction, rejection would be unusual.
  • Trading. A material adverse change clause gives the buyer an exit if trading deteriorates sharply. The loss of the Auckland Transport contract has already hit New Zealand revenue.

Questions worth asking

  • Was the lift from $1.40 to $1.70 the auction working, or a sign the opening bid was opportunistic?
  • Management is negotiating equity in the buyer's structure. How much weight should the CEO's recommendation carry?
  • The $8.9m break fee is about 1% of equity value, in line with Takeovers Panel guidance. Did it deter a fourth bidder?

Sources: oOh!media scheme booklet (29 September 2026), CY25 and HY26 results coverage, and reporting on the bidding process. EV/EBITDA multiples are Bidline estimates from reported underlying EBITDA; the first-half 2025 figure is implied from the reported 23% decline and the expert's earnings basis may differ. General information only, not financial advice.