PointsBet Takeover Offer: $1.20 Cash per Share at 44% Premium

MIXI Australia’s Takeover Bid Unveiled

On 17 July 2025, MIXI Australia Pty Ltd, a wholly owned subsidiary of Japanese consumer technology company MIXI, Inc, formally lodged its bidder’s statement with the Australian Securities and Investments Commission (ASIC) to acquire all shares in PointsBet Holdings Limited (ASX, PBH). The offer price is set at $1.20 cash per PointsBet share, marking a significant premium over recent trading levels.

The PointsBet Board has unanimously recommended shareholders accept the offer, provided no superior proposal emerges. Directors holding approximately 8% of PointsBet shares have also committed to accept the offer within 10 business days of receipt, reinforcing the board’s confidence in the bid.

A Premium Offer with Strong Backing

The $1.20 per share offer represents a 44.6% premium to PointsBet’s closing price on 25 February 2025, prior to MIXI’s initial scheme announcement, and a 40.3% premium to the one-month volume weighted average price (VWAP) ending on the same date. This valuation implies an enterprise value of approximately $402 million and an EV/EBITDA multiple of 36.6x based on PointsBet’s FY25 guidance, which compares favorably with sector benchmarks.

MIXI Australia currently holds a relevant interest of 9.15% in PointsBet shares, secured through pre-bid acceptance agreements with major shareholders Bennelong Long Short Equity Management and Pictet Asset Management. This substantial pre-commitment provides momentum and a strong foundation for the takeover bid.

Offer Terms and Conditions

The offer is all-cash, fully funded from MIXI’s cash reserves, and notably free from any financing conditions. MIXI’s balance sheet as of 31 March 2025 shows approximately JPY108 billion (A$1.16 billion) in cash and deposits, ensuring the bid’s financial solidity.

Key conditions include a minimum acceptance threshold of 50.1% of shares on a fully diluted basis, no material adverse changes or prescribed occurrences affecting PointsBet, and Foreign Investment Review Board (FIRB) approval. MIXI Australia has already secured FIRB approval for the prior scheme proposal and has applied for a non-material variation to extend this approval to the current takeover bid.

Competing Bid and Board’s Position

PointsBet is also facing a competing all-scrip takeover offer from Betr Entertainment Ltd, lodged on 16 July 2025. The PointsBet Board has yet to respond in detail but previously highlighted concerns over Betr’s proposal, including lack of cash certainty, heavy reliance on synergies, multiple regulatory approvals, and uncertain future buy-back plans.

In contrast, the MIXI Australia offer provides immediate cash value, is unanimously recommended by the PointsBet Board, and is not subject to financing conditions or complex contingencies. This clear endorsement is a critical factor for shareholders weighing their options.

Post-Acquisition Intentions and Implications

If MIXI Australia acquires 90% or more of PointsBet shares, it intends to compulsorily acquire the remaining shares and delist PointsBet from the ASX. MIXI Australia plans to retain PointsBet’s management team and maintain its operations in Australia and Canada substantially unchanged, aiming to leverage MIXI’s expertise in Japan’s betting and entertainment markets alongside PointsBet’s platform and international capabilities.

Should MIXI Australia acquire between 50.1% and 90%, it will seek board representation proportional to its shareholding and may encourage PointsBet’s delisting subject to regulatory and shareholder considerations. Minority shareholders remaining post-offer may face reduced liquidity and potential changes in corporate governance.

Certainty Amid Risks

The offer provides shareholders with certainty of cash consideration, mitigating risks associated with PointsBet’s operations, including regulatory uncertainties in Australia, competitive pressures in Canada where profitability remains elusive, and potential tax and fee increases. Accepting the offer removes exposure to these ongoing risks and market volatility.