Pacific Equity Partners offers to buy oOh!media

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oOh!media has confirmed that it has received an unsolicited, non-binding, indicative offer from Pacific Equity Partners (PEP) to acquire 100% of the issued share capital of oOh!media for cash consideration of A$1.40 per share by way of a scheme of arrangement (Proposal).

PEP has stated that the terms of the Proposal may be adjusted to account for the impact of any further buybacks, dividends, distributions, or changes to the final share capital of oOh! (unless otherwise agreed with the Board), acquisitions, divestments or material undisclosed liabilities.

UBS Securities Australia Limited has been appointed as financial adviser, and Mallesons as legal adviser, to assist the Board in evaluating and responding to the Proposal.

The proposal remains subject to several key conditions, including the satisfactory completion of due diligence by Pacific Equity Partners and final approval from PEP’s Investment Committee to enter into any scheme implementation deed.

It also requires the unanimous recommendation of the oOh!media board. Each board member would need to state that they intend to vote, or procure the voting of, all oOh! shares they own or control in favour of the proposal, provided there is no superior offer, and an independent expert concludes the deal is in the best interests of shareholders.

The Board of oOh!, together with its advisers, says it is considering and evaluating the proposal and will update shareholders in due course. There is no certainty that the Proposal will result in a binding offer or that any transaction will eventuate. Further, the oOh! Board has recommended that shareholders take no action regarding the Proposal.

The transaction would also require the parties to enter a binding scheme implementation deed on acceptable terms and obtain regulatory approvals from the Foreign Investment Review Board and New Zealand’s Overseas Investment Office.