On 13 December 2011, oOh!media Group Limited (ASX: OOH) announced that it had entered into a Scheme Implementation Agreement (SIA) with Outdoor Media Operations Pty Limited, a company owned by CHAMP III Funds, under which Outdoor Media Operations Pty Limited has agreed to offer to acquire all the oOh!media shares that the CHAMP III Funds does not already own (Proposal).
If the Proposal is implemented, oOh!media Shareholders (other than CHAMP III Funds) will be entitled to elect to receive either: $0.325 cash per oOh!media share that they hold on the Record Date (Cash Consideration); or mixed consideration comprising $0.10 cash and one Class B Share in Outdoor Media Investments, an unlisted exempted company incorporated under the laws of the Cayman Islands,for each oOh!media share that they hold on the Record Date (Mixed Consideration).
oOh!media Shareholders who do not make a valid election before the Record Date will be deemed to have elected the Cash Consideration for their oOh!media Shares.
Court convenes Scheme Meeting
oOh! today advises that the Federal Court of Australia has approved the distribution of oOh!media’s Scheme Booklet (Scheme Booklet) to oOh!media shareholders and ordered the convening of a meeting of shareholders of oOh!media to enable a vote to be taken on the Scheme (Scheme Meeting).
In addition, the Scheme Booklet has been registered with the Australian Securities and Investments Commission and is attached to this announcement.
A general meeting of oOh!media shareholders (General Meeting) is scheduled to be held at 10.00am on Monday, 27 February 2012, at the office of oOh!media, Level 2, 76 Berry Street, North Sydney, NSW2060 to seek approval for the cancellation of each Option, which is a condition to the implementation of the Scheme.
The Scheme Meeting will be held immediately following the conclusion or adjournment of the General Meeting.