Why PointsBet’s Board Urges Shareholders to Reject betr’s Risky Scrip Bid

Board Endorses MIXI’s Cash Offer Amid Takeover Battle

PointsBet Holdings Limited has issued a second supplementary target’s statement urging shareholders to accept MIXI Australia Pty Ltd’s $1.25 per share cash takeover offer, which closes on 12 September 2025. This follows MIXI’s recent announcement that it now controls 51.9% of PointsBet’s voting power, effectively securing majority control of the company.

The PointsBet Board has made clear that MIXI’s offer will not be extended beyond the current deadline and that MIXI intends to maintain firm control over the PointsBet board, explicitly ruling out any collaboration or board representation for rival bidder betr Entertainment Limited.

betr’s Unsolicited Scrip Offer Faces Hurdles

betr’s competing bid is an unsolicited, conditional scrip offer proposing 4.375 betr shares for each PointsBet share, coupled with a selective buy-back of some issued betr shares. However, the buy-back requires consent from the National Australia Bank (NAB), which betr has yet to secure despite announcing the plan months ago.

The independent expert’s supplementary report attached to betr’s recent disclosures concluded the selective buy-back is “not fair” to betr shareholders, though it is “reasonable.” betr’s deteriorating financial position, marked by negative free cash flow worsening from $17 million in FY24 to over $25 million in FY25, and the looming maturity of its NAB facility in January 2026 add to the uncertainty.

Risks of Accepting betr’s Offer Highlighted

The PointsBet Board warns shareholders that accepting betr’s offer could expose them to significant risks. These include the potential scale back of the buy-back due to limited cash availability, the low liquidity of betr shares on the ASX, and the possibility that the buy-back may not proceed if NAB’s consent is withheld or if betr shareholders reject the proposal at their upcoming meeting.

Moreover, betr’s business fundamentals are described as “highly unattractive” by PointsBet’s directors, with betr’s value largely tied to its minority stake in PointsBet itself. Given MIXI’s majority control and opposition to any collaboration with betr, the strategic value of holding betr shares is questionable.

Clear Recommendation and Next Steps

In contrast to the uncertainties surrounding betr’s offer, the PointsBet Board emphasizes the certainty of MIXI’s cash consideration. All PointsBet directors have accepted MIXI’s offer, reinforcing the board’s unanimous recommendation that shareholders do the same before the offer closes on 12 September.

Shareholders are encouraged to act promptly and can accept MIXI’s offer via the provided acceptance forms or online portals. The unfolding developments will be closely watched by investors as the deadline approaches.