PointsBet Board Urges Shareholders to Accept MIXI’s $1.25 Cash Offer Amid Rival Bid

PointsBet Holdings has issued a second supplementary target’s statement reaffirming its unanimous recommendation to accept MIXI Australia’s $1.25 per share cash takeover offer, despite a competing all-scrip bid from betr Entertainment. MIXI’s conditional price increase to $1.30 is unlikely as it cannot secure 90% ownership.

  • MIXI Australia increases offer price to $1.30 conditional on 90% ownership
  • MIXI holds 46.72% of PointsBet shares, unlikely to reach 90% threshold
  • PointsBet Board unanimously recommends accepting MIXI’s $1.25 cash offer
  • betr’s all-scrip offer remains conditional and unlikely to gain control
  • Offer period closes 29 August 2025 with no further extensions expected
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Context of the Takeover Battle

PointsBet Holdings Limited has released its second supplementary target’s statement in response to the ongoing takeover contest between MIXI Australia Pty Ltd and betr Entertainment Limited. MIXI Australia, a subsidiary of Japan’s MIXI, Inc, is pursuing a recommended off-market cash takeover bid for all PointsBet shares at $1.25 per share. Recently, MIXI announced a conditional increase of its offer price to $1.30 per share, contingent on acquiring 90% or more of PointsBet shares.

However, this condition appears increasingly unattainable as MIXI currently holds a 46.72% relevant interest in PointsBet shares, well short of the 90% threshold. The competing bidder, betr Entertainment, has launched an unsolicited all-scrip offer, proposing 4.375 betr shares for every PointsBet share, but has explicitly stated it will not accept MIXI’s offer and is unlikely to secure full control.

Board’s Unwavering Recommendation

Despite the rival bid, the PointsBet Board remains unanimous in its recommendation that shareholders accept the MIXI takeover offer, provided no superior proposal emerges. All PointsBet directors have accepted the MIXI offer themselves, underscoring their confidence in the bid’s certainty and value. The offer is unconditional and provides cash consideration, with MIXI committing to pay within 10 business days of acceptance.

The Board cautions shareholders that rejecting the MIXI offer could expose them to market volatility and potential share price declines, especially if no better proposal materialises. Remaining minority shareholders risk diminished liquidity and value reliability, as trading volumes may shrink significantly.

Implications of the Rival betr Offer

betr’s all-scrip offer, while improved, remains conditional on shareholder approval and is not expected to achieve the control or synergies it projects. MIXI Australia has made clear it will not accept betr’s offer, and betr has stated it will not accept MIXI’s. This stalemate suggests MIXI will likely become the dominant shareholder, with betr remaining a minority holder.

PointsBet plans to offer MIXI board representation proportional to its shareholding, reflecting the likely new governance structure post-offer. The competing bids and their conditions create a complex dynamic, but the Board’s clear stance favours the certainty of MIXI’s cash offer over the conditional and uncertain scrip alternative.

Closing Timeline and Next Steps

The MIXI takeover offer is set to close at 7, 00pm Melbourne time on Friday, 29 August 2025, with no further extensions anticipated beyond statutory requirements. Shareholders are urged to accept the offer before this deadline to secure the cash consideration. The Board’s recommendation to reject betr’s offer remains firm, advising shareholders to take no action regarding the scrip bid.

As the deadline approaches, market participants will closely watch acceptance levels and any last-minute developments. The outcome will shape PointsBet’s ownership and strategic direction amid a competitive bidding environment.

Bottom Line?

With the MIXI offer deadline imminent, shareholders face a pivotal decision that will define PointsBet’s future ownership and governance.

Questions in the middle?

  • Will MIXI’s offer acceptance reach the critical 90% threshold to trigger the $1.30 price increase?
  • Could betr secure shareholder approval for its conditional all-scrip offer despite Board opposition?
  • What strategic moves might emerge if neither bidder achieves full control post-offer?