Takeovers Panel Issues Interim Orders Against betr in PointsBet Bid Dispute

A Heated Takeover Contest

PointsBet Holdings Limited (ASX, PBH) finds itself at the centre of a fierce takeover battle, with two rival suitors vying for control. On one side stands MIXI Australia Pty Ltd, backed by Japanese parent MIXI, Inc, offering a recommended cash bid. On the other, betr Entertainment Limited (ASX, BBT), formerly BlueBet Holdings, has launched an unsolicited all-scrip reverse takeover offer. The stakes are high, with both parties holding significant share interests, MIXI Australia with just under 25%, and betr close behind at nearly 20%.

PointsBet Raises the Alarm

In a strategic move, PointsBet has applied to the Takeovers Panel alleging that betr’s bidder’s statement and related announcements contain misleading and incomplete information. Central to PointsBet’s concerns are the valuation of betr’s offer, which PointsBet claims is presented in a "highly misleading and unbalanced way," and the synergies touted by betr, which PointsBet argues are materially flawed.

Further, PointsBet accuses betr of circumventing takeover rules by promoting a selective buy-back of betr shares post-offer closure, effectively offering PointsBet shareholders a cash alternative outside the formal takeover process. This, PointsBet contends, breaches the collateral benefits provisions and undermines the integrity of the takeover market.

Regulatory Intervention and Interim Orders

Responding swiftly, the President of the Takeovers Panel has issued interim orders restraining betr from dispatching its bidder’s statement to PointsBet shareholders. These orders are designed to maintain the status quo while the Panel considers the application in detail. The interim orders will remain in place until further notice, a final determination, or for up to two months.

PointsBet also alleges that betr’s Executive Chairman, Matthew Tripp, has failed to properly disclose his and his associates’ voting power, raising further questions about transparency in the bid process. Additionally, PointsBet claims that betr’s announcement of the selective buy-back inflates betr’s share price at a critical valuation juncture, potentially breaching minimum bid price rules.

What Lies Ahead?

The Takeovers Panel has yet to appoint a sitting panel or make a final decision on whether to conduct proceedings, leaving the outcome uncertain. Meanwhile, the competing offers continue to loom over PointsBet’s future, with shareholders caught in the crossfire of complex legal and regulatory maneuvers.

As the situation unfolds, investors will be watching closely for any updates to bidder statements, potential revisions to offers, and the Panel’s ultimate ruling. The resolution of these disputes will not only determine PointsBet’s ownership but could also set important precedents for takeover conduct in Australia’s financial markets.