betr Entertainment Limited has increased its takeover offer for PointsBet Holdings Limited shares, raising the share exchange ratio and expanding its selective buy-back pool to $90 million. Despite MIXI Australia Pty Ltd's refusal to accept the offer, betr's board remains confident and urges shareholder approval at the upcoming meeting.
- Offer consideration ratio increased to 4.375 betr Shares per PointsBet Share
- MIXI holds over 50% voting interest and will not accept the offer
- Selective buy-back pool raised from $80 million to $90 million
- Independent expert finds buy-back not fair but reasonable to non-participating shareholders
- betr board unanimously recommends shareholder approval of takeover and buy-back resolutions
Context of the Takeover Battle
betr Entertainment Limited (ASX – BBT) has issued its third supplementary bidder’s statement, updating its off-market takeover offer for PointsBet Holdings Limited (ASX – PBH). The key highlight is an increased offer consideration ratio, now set at 4.375 betr Shares for every PointsBet Share, reflecting a valuation range of approximately $1.20 to $1.40 per PointsBet Share depending on the valuation method applied.
This move comes amid a competitive tussle with MIXI Australia Pty Ltd, which holds a controlling interest exceeding 50% in PointsBet and has publicly committed not to accept betr’s offer or any improvements thereof. This commitment significantly limits betr’s potential to acquire full control of PointsBet, capping its maximum possible stake at just under 50%.
Selective Buy-Back to Support Shareholders
To provide liquidity and an orderly exit for PointsBet shareholders who accept the offer but do not wish to remain on betr’s register, betr has increased its selective buy-back pool from $80 million to $90 million. This buy-back allows eligible shareholders to sell their newly issued betr shares back to the company at a fixed price of $0.32 per share.
The buy-back is designed to mitigate potential share price overhang and disorderly selling pressure that could arise from a fragmented shareholder base post-offer. It also aims to enhance betr’s capital structure and shareholder value by reducing the total number of shares on issue.
Independent Expert’s Assessment and Capital Structure Impact
Grant Thornton Corporate Finance Pty Ltd, acting as the independent expert, has concluded that while the selective buy-back is not strictly fair to non-participating shareholders on a pure valuation basis, it is reasonable when considering the broader commercial and strategic context. The buy-back price sits marginally above the high end of their valuation range, and the transaction is supported by recent capital raisings that validate the pricing.
The takeover and buy-back will significantly alter betr’s capital structure. Depending on the level of acceptance, betr’s shares on issue could increase substantially due to new shares issued for PointsBet shareholders, before being partially offset by the buy-back. Voting power dynamics will shift accordingly, with existing betr shareholders’ influence diluted by the offer but potentially restored through the buy-back.
Board Endorsement and Shareholder Meeting
betr’s board has unanimously recommended that shareholders vote in favour of the takeover offer and the selective buy-back resolutions at the extraordinary general meeting scheduled for 22 September 2025. The board emphasizes the strategic benefits of increasing its stake in PointsBet, despite MIXI’s controlling interest and refusal to participate in the offer or buy-back.
Shareholders are encouraged to carefully review the supplementary explanatory memorandum and the independent expert’s report, which provide detailed insights into the offer’s terms, implications, and fairness considerations.
Strategic Implications and Market Outlook
The unfolding scenario positions betr as a significant minority shareholder in PointsBet, with limited control but potential influence in future strategic discussions. MIXI’s dominant stake and non-acceptance stance introduce uncertainty around consolidation prospects and synergy realisation. The selective buy-back mechanism offers a pragmatic solution to manage shareholding complexity and support shareholder value amid this contested takeover environment.
Bottom Line?
As the shareholder meeting approaches, betr’s strategic moves and MIXI’s firm stance set the stage for a complex battle over PointsBet’s future control and value.
Questions in the middle?
- Will MIXI reconsider its refusal to accept or improve betr’s offer?
- How will the selective buy-back uptake influence betr’s share price and control dynamics?
- What are the potential strategic outcomes for PointsBet with MIXI’s controlling interest and betr’s significant minority stake?