betr’s Bigger Bid and Buy-Back Could Reshape PointsBet Ownership Dynamics

betr Entertainment Sweetens PointsBet Takeover Bid

betr Entertainment Limited (ASX – BBT) has taken a decisive step in its ongoing bid for PointsBet Holdings Limited (ASX – PBH), announcing an increase in its offer consideration from 4.219 to 4.375 betr shares for every PointsBet share. This adjustment lifts the implied value of PointsBet shares to approximately $1.40, based on betr’s recent capital raise price, positioning the offer as more attractive than the competing MIXI Australia Pty Ltd’s $1.25 cash bid.

The move comes amid a firm stance from MIXI, which has confirmed it will not accept betr’s offer or any subsequent improvements. betr’s enhanced offer aims to sway PointsBet shareholders and the board to reconsider their recommendation in favour of MIXI, highlighting the strategic importance of securing control over PointsBet.

Capital Structure and Shareholder Impact

With a maximum of approximately 348.7 million PointsBet shares on issue, and betr already holding 66 million shares, the company could acquire up to 155 million additional PointsBet shares under the offer. To facilitate this, betr may issue up to 678.7 million new shares, potentially expanding its share base to over 1.7 billion shares if full acceptance is achieved.

The announcement also details the potential dilution and voting power shifts under various acceptance scenarios, with existing betr shareholders’ voting power ranging from 60% to 86% depending on the level of PointsBet shares acquired and the uptake of the selective buy-back.

Selective Buy-Back Increased to $90 Million

In a complementary move, betr has increased its selective buy-back pool from $80 million to $90 million, reinforcing its commitment to support the share price and shareholder value post-offer. This buy-back will be funded primarily from $80 million in existing cash reserves, supplemented by a $10 million unsecured loan facility provided by YAST Investments Pty Ltd, an entity associated with betr’s Chairman, Matthew Tripp.

The loan carries a 13% annual interest rate and is subordinated to betr’s secured debt, reflecting a strategic but cautious approach to funding. The buy-back price is set at $0.32 per share, consistent with betr’s recent capital raise price, and is subject to shareholder approval at the upcoming general meeting scheduled for September 22, 2025.

Shareholder Support and Next Steps

betr reports strong preliminary support from shareholders holding over 75% of shares on issue for the resolutions required to proceed with the offer and the selective buy-back, including approval for MIXI’s participation in the buy-back. While proxies and voting intentions are not binding, this level of backing bodes well for the company’s plans.

The company also intends to remove the condition related to PointsBet employee incentives, further streamlining the offer’s path to completion. A deed poll has been executed to assure PointsBet shareholders that the selective buy-back will proceed as announced, providing an additional layer of confidence.

Market participants will be watching closely as the September shareholder meeting approaches, with the outcome likely to shape the future ownership and control of PointsBet.