PointsBet complains to Australia's Takeovers Panel as Betr boosts acquisition offer

PointsBet has raised fresh objections to a takeover bid by rival Betr, even as Betr returned with an improved offer valued at AU$1.35 ($0.87) per share, intensifying the bidding war with MIXI Australia.

Betr, which previously tabled a proposal worth AU$1.22 ($0.79) per share, raised its all-scrip offer this week to 4.2 Betr shares for every one PointsBet share, equating to AU$1.35 per share based on recent trading prices. The company says the bid surpasses MIXI’s AU$1.20 per share all-cash offer, which the PointsBet board has recommended.

“The improved offer is superior to Mixi’s offer of $1.20 cash per PointsBet share,” Betr said. The company added that it expects the PointsBet board to “reconsider its recommendation that PointsBet shareholders accept the Mixi offer and will now recommend the Betr offer.”

Betr said it remains committed to completing the acquisition and may increase its offer again following the formal opening of its proposal. The operator framed the merger as a strategic opportunity to grow market share and deliver long-term value.

“We continue to firmly believe in the combination rationale and that we can create material value for PointsBet and Betr shareholders,” it said. “That upside is not available to PointsBet shareholders under the inferior all-cash MIXI offer.”

Despite the higher price, PointsBet remains critical of Betr’s earlier proposal. It filed a complaint with Australia’s Takeovers Panel, arguing that Betr’s previous bid was misleading and distorted the market for control of the company.

In response, the Panel issued interim orders restraining Betr from dispatching its bidder’s statement related to the existing offer.

PointsBet told regulators that Betr’s valuation relied on “highly misleading, incomplete and unbalanced” information, particularly around projected AU$44.9 million in annual cost synergies and assumptions that were not clearly disclosed.

“The value of the consideration… fails to adequately explain the assumptions and sensitivities affecting value,” PointsBet said, adding that key inputs contained “material errors.”

The operator also alleged that Betr attempted to inflate its share price by announcing an AU$80 million selective buy-back as part of the previous bid. PointsBet further criticized Betr Executive Chairman Matthew Tripp for not disclosing the full extent of his and his associates’ voting power, though Betr currently holds a 19.9% stake in PointsBet.

The backdrop to the dispute includes a failed shareholder vote in June on MIXI’s earlier offer, which was initially approved by 95.69% of shareholders. However, a proxy voting discrepancy excluded Betr’s opposition, and a recount showed only 70.48% voted in favour, below the threshold for approval.

MIXI’s current AU$1.20 per share offer, now open, requires just 50% approval, significantly increasing the chances of it passing. PointsBet has yet to announce a shareholder vote date, and Betr’s latest proposal may complicate that process.

As the takeover battle intensifies, shareholders are being urged to wait. “PointsBet shareholders should continue to take no action until both offers are open,” Betr said.