Motio Acquired by IVE Group in $20.7M Digital Screen Platform Deal

IVE Group moves to acquire Motio in $20.7m digital out-of-home play

IVE Group (ASX: IGL) has entered into a binding Scheme Implementation Deed to acquire 100% of Motio Limited (ASX: MXO) via a Scheme of Arrangement, in a transaction valued at a fully diluted equity value of $20.7 million and an enterprise value of $16.7 million. The offer price of $0.060 cash per Motio share represents a premium of 15.4% to Motio’s last close and 17.5% to its 6-month volume weighted average price to 18 September 2026. The implied enterprise value to FY26A cash EBITDA multiple stands at approximately 6.7x, and the Motio board unanimously recommends the Scheme, with each director intending to vote their controlled shares in favour, subject to no Superior Proposal arising and an independent expert concluding the Scheme is in the best interests of Motio shareholders.

Why IVE is buying into digital out-of-home media

The OOH market is growing fast

Australian Out-of-Home advertising has demonstrated sustained structural growth, making it an increasingly attractive segment for marketing services businesses seeking media ownership exposure. Key industry data points include:

• Industry net media revenue reached approximately $1.45 billion in 2025, up 11.4% on an adjusted approximately $1.30 billion in 2024
• First half 2026 net revenue was approximately $744 million, up 6.5% on the prior corresponding period
• Digital inventory now represents 77.1% of industry net revenue in 1H26
• Industry net media revenue has grown 2.2x since 2020

What makes place-based media different

Place-based media operates with structural characteristics that distinguish it from broader OOH formats. The presentation outlined three advantages:

1. Long dwell time: Audiences sit in locations such as medical waiting rooms, cafés, and clubs for extended periods, allowing attention and recall to build naturally
2. Pre-qualified audiences: The environment where screens are placed does the targeting before any data layer is applied
3. Secured supply: Inventory is secured through multi-year site licences rather than competitively tendered concessions

Once a network is established, content and operating infrastructure is largely fixed, meaning incremental inventory converts to earnings at high incremental margin. This operating leverage dynamic is central to the investment rationale for IVE.

What Motio brings to IVE

Five established networks, 1,300+ screens

Motio operates five distinct digital place-based networks across Australia, spanning over 1,300 screens in approximately 1,000 locations.

A profitable business with improving margins

Motio’s financial trajectory reflects the operating leverage of a scaling place-based media network, with cash EBITDA margins expanding materially over a four-year period.

• FY23A cash EBITDA: $0.2 million (3.1% margin)
• FY24A cash EBITDA: $0.5 million (4.5% margin)
• FY25A cash EBITDA: $1.9 million (19.1% margin)
• FY26A cash EBITDA: $2.5 million (27.2% margin), representing +31% growth

FY26A revenue was $9.2 million, reflecting +8% like-for-like growth on the prior corresponding period, excluding Motio Go Representation, a sales representation arrangement for a Petrol and Convenience network that ceased at the end of FY25. Motio’s balance sheet is debt free, with approximately $3.94 million in net cash as at 30 June 2026.

The Motio FY26 full-year results confirmed this trajectory, with cash EBITDA rising 31% to $2.5 million, the balance sheet fully debt-free, and forward revenue at week 7 of FY27 already 28% ahead of the prior comparative period.

Strategic fit and investment case

From execution to ownership — what changes for IVE

The acquisition delivers four strategic enhancements to IVE’s operating model, as disclosed in the presentation:

• Access to specialist media expertise within IVE’s single-partner model, giving clients an integrated combination of media, technology, and marketing services
• Extends IVE from marketing execution into media ownership, allowing IVE to participate more directly in the value generated from media audiences and inventory
• Adds a scalable AdTech and programmatic capability layer, complementing IVE’s existing data, creative, and production capabilities
• Creates cross-sell opportunity across IVE’s blue-chip client base, increasing share of wallet across both mass-reach and precision, location-based channels

How IVE plans to drive value from day one

The presentation outlined a three-stage value capture framework:

1. Scale: Deepen and broaden Motio’s existing platforms, extend into new adjacent verticals, and draw on IVE’s client relationships, service breadth, and balance sheet to accelerate Motio’s expansion
2. Integrate: Bring Motio’s screen procurement, content management, and delivery inside IVE’s Brand Activations business; replace third-party supply on client engagements that IVE originates and controls; and add a media sales layer so Brand Activations clients can monetise their own screens
3. Build: Combine Motio and IVE capabilities to create a retail media proposition, monetise physical and digital touchpoints IVE already services, and pursue potential follow-on M&A opportunities

The presentation states that value capture starts on day one post completion.

Transaction terms and funding

Key commercial terms are as follows:

• The transaction is to be fully funded from IVE’s existing debt facilities and cash reserves, with no equity raise required
• The acquisition is expected to be EPS and EPSA accretive on a pro forma basis from the first full year of ownership, with meaningful cost synergies noted as providing further upside alongside potential revenue synergies over time
• Pro forma net debt to FY26 EBITDA (pre-AASB 16) of approximately 1.67x following the acquisition, calculated as IVE’s FY26 net debt of $173.2 million plus $19.2 million of transaction-related adjustments ($192.4 million in aggregate), divided by IVE’s FY26 pre-AASB 16 EBITDA of $112.6 million plus Motio’s FY26 cash EBITDA of $2.5 million ($115.1 million in aggregate) — all figures represent IVE consolidated pro forma
• The Motio board unanimously recommends the Scheme, and each Motio director intends to vote their controlled shares in favour, subject to no Superior Proposal arising and an independent expert concluding that the Scheme is in the best interests of Motio shareholders

No direct executive quote was available in the source presentation.

What happens next — scheme timetable

The indicative timetable for the Scheme of Arrangement is as follows, noting that all dates are indicative only and remain subject to change:

• Late October 2026: Motio lodges Scheme Booklet with ASIC for review
• Early November 2026: First court date
• Early November 2026: Scheme Booklet dispatched to Motio shareholders and optionholders
• Late November 2026: Scheme meeting and Option Scheme meeting
• Late November 2026: Second court date
• Late November 2026: Effective date
• Early December 2026: Scheme record date
• Early December 2026: Implementation date

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