PointsBet Shareholders Set to Decide on $1.06 per Share MIXI Takeover Amid Rival Bid

Background and Transaction Overview

PointsBet Holdings Limited (ASX: PBH) has entered a scheme of arrangement with MIXI Australia Pty Ltd for the acquisition of all its shares at a cash consideration of $1.06 per share. This price represents a significant 27.7% premium to the last trading price before the announcement, reflecting a valuation range between $0.96 and $1.11 per share as assessed by independent expert Grant Samuel & Associates.

The scheme is subject to customary conditions including shareholder approval at a meeting scheduled for 12 June 2025, court sanction, and regulatory approvals in Australia and Canada. Upon implementation, PointsBet will be delisted from the ASX and become a wholly owned subsidiary of MIXI Australia.

Independent Expert Opinion and Board Recommendation

Grant Samuel’s independent expert report concludes that the scheme is both fair and reasonable, and therefore in the best interests of PointsBet shareholders, assuming no superior proposal emerges. The report’s valuation is supported by detailed discounted cash flow analyses and comparable market multiples, reflecting the distinct profiles of PointsBet’s Australian and Canadian operations.

PointsBet’s board unanimously recommends shareholders vote in favour of the scheme, subject to the independent expert’s ongoing support and in the absence of a superior proposal. Directors holding shares have committed to vote their holdings in favour of the transaction.

Competing Proposal from betr Entertainment

Complicating the transaction is a competing indicative and non-binding proposal from betr Entertainment Limited, which recently acquired a 19.9% stake in PointsBet and has declared its intention to vote against the MIXI scheme. PointsBet’s board is actively evaluating this revised proposal with the assistance of financial and legal advisers but has not yet determined it to be a superior proposal.

Should betr maintain its stake and vote against the scheme, it could potentially prevent the scheme from obtaining the required shareholder approval. PointsBet has committed to keeping shareholders informed of any developments regarding this competing proposal.

Operational and Strategic Context

PointsBet operates primarily in Australia and Canada, offering a proprietary cloud-based wagering platform with a focus on sports betting and iGaming. The company has faced challenges including intense competition in Canada and regulatory uncertainties in Australia, including potential future tax increases and restrictions on promotional activities.

MIXI Australia has stated its intention to maintain PointsBet’s existing operations and management teams post-acquisition, leveraging PointsBet’s platform to develop new social betting offerings. The acquisition is expected to provide PointsBet shareholders with cash certainty, removing exposure to ongoing operational and regulatory risks.

Next Steps and Shareholder Considerations

Shareholders are urged to carefully review the scheme booklet, including the independent expert’s report, before deciding how to vote. The scheme meeting will be held both in person in Melbourne and online, with voting eligibility determined as of 10 June 2025.

Should the scheme be approved by the requisite majorities and sanctioned by the court, the transaction is expected to complete with payment of the scheme consideration by 25 June 2025.