betr to Revise Bidder’s Statement and Postpone Buy-Back in PointsBet Takeover
The Takeovers Panel has accepted an undertaking from betr Entertainment, addressing key disclosure and structural concerns in its takeover bid for PointsBet, while declining to declare unacceptable circumstances.
- betr to revise bidder’s statement with enhanced disclosures
- Cancellation and rescheduling of betr shareholder meeting with independent expert reports
- Selective share buy-back postponed pending ASX waiver or shareholder approval
- Withdrawal rights offered to PointsBet shareholders accepting betr’s bid
- Takeovers Panel declines to declare unacceptable circumstances, ending interim orders
Background to the Dispute
PointsBet Holdings Limited (ASX, PBH) is currently the subject of two competing takeover offers, a recommended cash bid from MIXI Australia Pty Ltd and an unsolicited all-scrip reverse takeover offer from betr Entertainment Limited (ASX, BBT). PointsBet raised concerns with the Takeovers Panel about alleged disclosure deficiencies and structural issues in betr’s bid documents, particularly regarding the valuation of consideration, the proposed selective share buy-back, and voting power disclosures.
Panel’s Response and Undertaking
After reviewing PointsBet’s application, the Takeovers Panel accepted an undertaking from betr to address these concerns. Key commitments include preparing a revised bidder’s statement with clearer disclosures, cancelling the originally scheduled shareholder meeting, and issuing a replacement notice accompanied by independent expert reports. The Panel also required betr to delay the selective share buy-back until either an ASX waiver is granted or shareholders approve MIXI Australia’s participation in the buy-back.
Implications for Shareholders
In a significant move to protect shareholder interests, betr has agreed to offer withdrawal rights to PointsBet shareholders who accepted its bid before the release of the revised documents. This two-week withdrawal window ensures shareholders can reconsider their acceptance with full information. The Panel’s acceptance of the undertaking and decision not to declare unacceptable circumstances effectively lifts the interim orders that had been in place since late July.
Regulatory and Market Impact
The Panel’s decision underscores the importance of transparent disclosure and compliance with takeover regulations, particularly around complex mechanisms like selective share buy-backs. By insisting on independent expert reports and shareholder approval, the Panel aims to prevent inducements that could distort shareholder decision-making. The outcome also highlights the regulatory scrutiny that can accompany contested bids in the Australian market.
Next Steps
betr must now finalize and dispatch its revised bidder’s statement and explanatory materials, including expert valuations, before reconvening the shareholder meeting. The market will be watching closely for the ASX’s decision on the waiver request and the shareholder vote outcomes, which will determine the feasibility of the selective share buy-back and the overall trajectory of the takeover battle for PointsBet.
Bottom Line?
The resolution of regulatory concerns clears a path forward, but key approvals and shareholder votes will shape the ultimate fate of the PointsBet takeover contest.
Questions in the middle?
- Will ASX grant the waiver allowing MIXI Australia to participate in the selective share buy-back?
- How will PointsBet shareholders respond to the revised disclosures and withdrawal rights?
- Could the selective share buy-back materially affect the balance of power between competing bidders?