Ooh!Media Receives $1.40 Per Share Takeover Offer From Private Equity

Pacific Equity Partners tables $1.40 per share bid for oOh!Media

Pacific Equity Partners (PEP) has submitted an unsolicited, non-binding indicative offer to acquire 100% of oOh!Media (ASX: OML) at $1.40 per share in an all-cash transaction via scheme of arrangement. The Proposal represents a potential liquidity event for shareholders of the Out of Home advertising group, though no binding agreement is in place.

The Board confirmed receipt of the approach on 29 April 2026 and stated it is evaluating the Proposal with appointed advisers. Shareholders have been instructed to take no action at this stage while the Board assesses whether to recommend the offer.

Conditions attached to PEP’s indicative offer

The Proposal is subject to multiple conditions precedent before any binding transaction can proceed:

• Satisfactory completion of due diligence by PEP
• Unanimous Board recommendation in the absence of a superior proposal, subject to an independent expert concluding the Proposal is in shareholders’ best interests
• Final approval from PEP’s Investment Committee to enter into a binding Scheme Implementation Deed (SID)
• Entry into a binding SID on acceptable terms
• Receipt of approvals from the Foreign Investment Review Board (FIRB) and the Overseas Investment Office (OIO)

PEP has reserved the right to adjust terms based on buybacks, dividends, capital changes, acquisitions, divestments, or material undisclosed liabilities that may emerge during due diligence.

The number of conditions outstanding — particularly the requirement for unanimous Board support and FIRB clearance — means shareholders should recognise the transaction remains at an early, indicative stage with no certainty of completion.

What is a scheme of arrangement?

A scheme of arrangement is a corporate mechanism that allows an acquirer to purchase 100% of a company’s shares in a single transaction, provided it secures approval from both shareholders (via a vote requiring at least 75% support) and the court. This structure is commonly used in takeover offers because it avoids the need for the acquirer to rely on compulsory acquisition provisions that apply under traditional takeover bids. If the scheme proceeds, all shareholders would be required to sell their shares at the scheme price, regardless of whether they voted in favour.

oOh!Media Board response and next steps

The Board has appointed UBS Securities Australia Limited as financial adviser and Mallesons as legal adviser to assist in evaluating and responding to the Proposal. The engagement of tier-one advisers signals the Board is treating the approach seriously, though the current guidance that shareholders should take no action indicates the process remains preliminary.

The Board has committed to providing updates to the market in due course. No timeline has been disclosed for when a formal recommendation or independent expert report might be expected.

oOh!Media’s market position in Out of Home advertising

oOh!Media operates as a leading Out of Home media company across Australia and New Zealand, with an extensive network of digital and static asset locations spanning roadsides, retail centres, airports, train stations, bus stops, office towers, and universities.

The breadth of oOh!Media’s location footprint and the mix of long-term landlord relationships may explain private equity interest in the asset — established infrastructure with recurring revenue exposure to outdoor advertising demand presents a potential value realisation opportunity under alternative ownership structures.

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