Betr Entertainment has raised its takeover offer for PointsBet shares and announced a $90 million selective buy-back to provide liquidity for shareholders, despite a major shareholder's refusal to sell. An Independent Expert finds the buy-back reasonable but notes marginal unfairness.
- Offer consideration ratio increased from 4.219 to 4.375 betr Shares per PointsBet Share
- MIXI, controlling shareholder of PointsBet, refuses to accept Betr's offer or improvements
- Selective buy-back pool raised from $80 million to $90 million, funded by cash and a $10 million loan
- Independent Expert deems buy-back not fair but reasonable to non-participating shareholders
- Betr Board unanimously recommends shareholder approval of takeover and buy-back resolutions
Betr Raises Offer Amid Competitive Takeover Battle
On 5 September 2025, Betr Entertainment Limited announced a significant update to its ongoing takeover bid for PointsBet Holdings Limited. The company increased its offer consideration ratio from 4.219 to 4.375 betr Shares for every PointsBet Share, reflecting a higher valuation benchmark. This adjustment translates to an offer price ranging from $1.20 to $1.40 per PointsBet Share, depending on various share price metrics.
However, the takeover landscape remains complicated by MIXI Australia Pty Limited, a major PointsBet shareholder holding over 50% voting power. MIXI has publicly confirmed it will not accept Betr’s offer or any subsequent improvements, effectively limiting Betr’s ability to secure full ownership and the associated synergies it had anticipated.
Selective Buy-Back to Support Shareholder Liquidity
In parallel with the offer increase, Betr has expanded its selective buy-back program from $80 million to $90 million. This buy-back is designed to provide an exit route for PointsBet shareholders who accept Betr’s offer but prefer not to remain on Betr’s share register. The buy-back will be funded primarily through existing cash reserves of $80 million, supplemented by a $10 million unsecured loan facility from YAST Investments Pty Ltd, an entity associated with Betr’s Chairman, Matthew Tripp.
The buy-back price is set at $0.32 per betr Share, consistent with recent capital raising prices, providing a credible exit valuation for participating shareholders. The buy-back is contingent on shareholder approval at the upcoming Extraordinary General Meeting scheduled for 22 September 2025.
Capital Structure and Control Implications
The increased offer and buy-back have material implications for Betr’s capital structure and voting power. Should Betr acquire 100% of the available PointsBet Shares under the offer, it would issue approximately 425 million new betr Shares, increasing total shares on issue to around 1.46 billion. The selective buy-back could then reduce the share count by up to 281 million shares, potentially restoring existing shareholders’ voting power from 71% post-offer to as high as 88% post-buy-back, depending on uptake.
However, MIXI’s refusal to accept the offer caps Betr’s maximum voting power in PointsBet at approximately 48.4%, limiting its influence over PointsBet’s strategic direction. While Betr retains a significant minority stake, it lacks the control to fully realise expected synergies, and MIXI’s controlling interest introduces potential governance conflicts given differing strategic priorities.
Independent Expert Weighs In on Fairness and Reasonableness
Grant Thornton Corporate Finance Pty Ltd, acting as Independent Expert, has released a supplementary report assessing the fairness and reasonableness of the selective buy-back. The expert concludes that while the buy-back price is marginally above the high end of their valuation range, rendering it "not fair" strictly on value grounds, it is nevertheless "reasonable" when considering broader commercial and strategic factors.
The report highlights that the buy-back price aligns with Betr’s recent successful capital raisings, which collectively represent a significant portion of its market capitalisation. The buy-back also mitigates the risk of share price overhang and disorderly selling by providing an orderly exit mechanism for shareholders.
Board Endorses Resolutions Ahead of Shareholder Vote
The Betr Board has unanimously recommended shareholders vote in favor of the resolutions approving the increased offer, the selective buy-back, and related matters at the Extraordinary General Meeting. The company has secured proxy commitments representing over 75% of shares on issue, signaling strong support ahead of the 22 September vote.
Shareholders are encouraged to submit or update their proxy votes and monitor ASX announcements for further developments. The outcome of the vote will be pivotal in determining Betr’s ability to advance its strategic ambitions in the competitive wagering sector.
Bottom Line?
As Betr pushes forward with an enhanced offer and a substantial buy-back, the shareholder vote looms as a critical juncture shaping the future of PointsBet’s ownership and Betr’s strategic positioning.
Questions in the middle?
- Will MIXI reconsider its stance and engage in negotiations with Betr or maintain its refusal to sell?
- What level of shareholder uptake will the selective buy-back achieve, and how will that impact Betr’s capital structure?
- How might the limited control over PointsBet affect Betr’s ability to realise synergies and influence future consolidation?