MIXI Australia Pty Ltd ("MIXI Australia") has determined that it will NOT accept the all-scrip offer from betr to acquire PointsBet shares as set out in its replacement bidder's statement dated 18 August 2025 ("betr's Offer") nor any subsequent improvement in betr's Offer.
Consequently, betr will not be able to acquire 90% or more of PointsBet shares nor satisfy the "Increased Selective Buy-Back Pool Condition" required to "upsize" its share buy-back to $200m.
Whilst Grant Thornton's independent expert report ("Independent Expert Report") on the proposed betr Selective Buy-Back as released by betr to the ASX on 22 August 2025 finds the Selective Buy-Back to be "fair and reasonable" to the Non-Participating Shareholders, this is based on the assumption that betr acquires a controlling interest in PointsBet between more than 50% and less than 65%. However, MIXI Australia has currently received acceptances of its takeover offer in respect of 38.13% of PointsBet shares and will NOT accept betr's Offer. Accordingly, MIXI Australia believes that it is highly unlikely that betr will acquire a controlling interest in PointsBet and questions this assumption upon which the Independent Expert Report's conclusion was based.
Furthermore, betr will NOT be able to achieve full control of PointsBet nor fully realise the synergies it estimates in its replacement bidder's statement. Whilst the Independent Expert Report assumes a degree of synergy value for betr at a 50% to 65% ownership level, thus valuing the betr scrip at A$0.28 to A$0.33 per betr share,
MIXI Australia doubts that betr will achieve this ownership level, or realise the estimated synergy value, without MIXI Australia's acceptance of betr's Offer. Section 1.24 of the Independent Expert Report also explicitly notes that, if betr acquires a PointsBet shareholding between 50% to 65%, "the assessment of synergies is inherently subjective and difficult to substantiate. Betr anticipates that the Expected Cost Synergies will be relatively limited in both scope and magnitude if it gains effective control of PointsBet but holds less than a 90% interest in PointsBet" (our emphasis).
We note that betr has provided flexibility for a potential increase in its offer. As MIXI Australia will NOT accept betr's offer (even if increased), the synergies estimated on the assumption that betr obtains full control of PointsBet will not be realisable by betr. Further, if MIXI Australia were to achieve a controlling interest in PointsBet, then no synergies will be realisable by betr. MIXI Australia notes that the absence of any meaningful synergy value would call into question the value of betr's Offer. Now that MIXI Australia has determined to reject betr's Offer, PointsBet shareholders who intend to accept betr's Offer should consider the value of the betr scrip they will receive, having regard to betr's reduced prospects of extracting synergy value.
PointsBet shareholders should note that betr's Offer is subject to defeating conditions and will remain so until at least 22 September 2025. Betr's offer is also subject to special withdrawal rights as part of betr's undertaking to the Takeovers Panel which are available to any PointsBet shareholders who have accepted or accept betr's Offer prior to 29 August 2025 (being the date that is five business days following the release of betr's replacement notice of meeting).
MIXI Australia offers certain cash payment with best endeavours to pay within 10 business days of acceptance, whereas PointsBet shareholders who accept betr's Offer will only receive a cash payment under the Selective Buy-Back, if it's approved by betr shareholders at the meeting scheduled for 22 September 2025. MIXI Australia considers that any such cash payment from betr, if made at all, could be received by PointsBet shareholders as late as 30 October 2025.
The MIXI Australia offer is open for acceptance until 7:00pm on 29 August 2025 and will not be extended. Accept MIXI Australia's Offer by Friday 29 August 2025 and receive certain cash of $1.25 per PointsBet share with best endeavours to pay within 10 business days.
Full details on how to accept the Offer are set out in section 9.3 of MIXI Australia's Bidder's Statement.
You may accept the Offer by:
- Acceptance Form: completing and signing the Acceptance Form that was distributed with the MIXI Australia Bidder's Statement and available on the Automic investor portal, and returning it to the address specified on the Acceptance Form;
- Online: logging into https://portal.automic.com.au/investor/home and following the instructions; or QR Code for online acceptance
- Contacting your Controlling Participant: if you are a CHESS sponsored holder, instructing your Controlling Participant (usually your stockbroker) to accept the Offer on your behalf
—END—
