PointsBet’s Acquisition Offer Jumps 13% to $1.20 Per Share Ahead of Key Vote

Background to the Acquisition

PointsBet Holdings Limited (ASX, PBH), a prominent player in the online betting sector, has provided shareholders with a critical update on its proposed acquisition by Japanese gaming giant MIXI, Inc. Through its wholly owned Australian subsidiary, MIXI Australia Pty Ltd, MIXI is seeking to acquire 100% of PointsBet’s issued capital via a scheme of arrangement. This supplementary scheme booklet, dated June 17, 2025, outlines key developments since the original scheme booklet was released in May.

Improved Offer and Financial Implications

The headline change is an improved cash consideration offer of $1.20 per PointsBet share, up from the initial $1.06. This 13.2% uplift translates to a premium of 44.6% over the last closing price before the scheme announcement and a 40.3% premium to the one-month volume weighted average price. The revised offer values PointsBet at an enterprise value of approximately $402 million, representing an increase of $49 million in value to shareholders. The implied valuation multiples, based on FY25 EBITDA guidance, range between 28.7 and 36.6 times earnings, reflecting the strategic value MIXI places on PointsBet’s growth prospects.

Scheme Meeting and Court Approvals

In light of these developments, the scheduled scheme meeting has been postponed to 9, 00 am on June 25, 2025, to allow shareholders adequate time to consider the updated terms. The second court hearing to approve the scheme is set for June 26. Shareholders will vote on the original scheme resolution but with the understanding that the scheme will be altered to reflect the improved consideration if approved by the court. The scheme remains contingent on several regulatory approvals, including from the Foreign Investment Review Board (FIRB) and Ontario gambling regulators.

Conditional Takeover Offer and Board Recommendation

Should the scheme not receive shareholder approval, MIXI Australia has committed to making a conditional off-market takeover offer at the same improved price of $1.20 per share. The PointsBet board has unanimously recommended shareholders vote in favour of the scheme in the absence of a superior proposal and has agreed to recommend acceptance of the takeover offer if it proceeds. Notably, the board has rejected a competing proposal from Betr, deeming it inferior to MIXI’s offer.

Independent Expert and Regulatory Status

Grant Samuel & Associates Pty Limited, the independent expert, has reaffirmed that the scheme, as altered to reflect the improved consideration, is fair and reasonable and in the best interests of PointsBet shareholders. Key regulatory conditions have been satisfied, including approvals from the Northern Territory Racing and Wagering Commission and FIRB. The scheme still awaits Ontario regulatory approval and final court sanction.

Next Steps for Shareholders

PointsBet shareholders are urged to carefully review both the original and supplementary scheme booklets ahead of the June 25 meeting. Voting can be conducted in person, online, or by proxy, with detailed instructions provided. The outcome of this vote will be pivotal in determining whether MIXI’s acquisition proceeds via the scheme or the fallback takeover offer. The transaction marks a significant consolidation in the online betting sector, with potential implications for market competition and shareholder value.