• Betr has escalated its takeover bid for PointsBet, lodging a new all-share offer it values at AU$1.35 per share, claiming it is superior to the rival bid from MIXI.
• The new offer was announced just hours after Australia’s Takeovers Panel restrained Betr from dispatching its bidder’s statement for its previous offer.
• The Panel’s action followed a complaint from PointsBet, which alleged Betr’s prior proposal was “highly misleading” and contained disclosure failures.
• The PointsBet board continues to unanimously recommend the competing all-cash offer of AU$1.20 per share from Japanese firm MIXI, citing its value and certainty.
• Betr is now urging the PointsBet board to reconsider its recommendation in light of the improved terms.

The fierce takeover battle for PointsBet has intensified, with rival suitor Betr Entertainment lodging an improved all-share offer just hours after Australia’s Takeovers Panel placed temporary restrictions on its previous bid.

In its latest move, Betr is now offering 4.219 of its own shares for every PointsBet share. Based on its recent capital raising price, Betr values this offer at AU1.35per Points Betshare, positioning it as”superior”to the competing all−cash bid of AU1.20 from Japanese conglomerate MIXI.

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

Offer Comes Amidst Regulatory Scrutiny

The timing of Betr’s new proposal is critical. It was announced shortly after Australia’s Takeovers Panel issued an order restraining Betr from dispatching its bidder’s statement for its previous offer.

The Panel’s intervention came at the request of PointsBet itself. In a formal complaint, the PointsBet board alleged that Betr’s prior proposal was “highly misleading” and “unbalanced.” The complaint flagged concerns over how Betr had calculated the value of its offer, particularly its inclusion of significant expected synergies, and accused Betr of attempting to inflate its own share price. PointsBet also raised concerns about disclosure failures regarding the full extent of Betr Executive Chairman Matthew Tripp’s voting power.

While the Panel’s restraining order applied to the previous bid, the complaint has added a significant layer of corporate governance scrutiny to the ongoing battle.

PointsBet Board Stands Firm with MIXI

The PointsBet board has not yet formally responded to Betr’s latest proposal but has been steadfast in its support for the rival bid from MIXI. The board has consistently and unanimously recommended that shareholders accept MIXI’s all-cash offer of AU$1.20 per share, which it has previously endorsed for its certainty and clear value proposition.

The history between the bidders is contentious. An earlier attempt by MIXI to acquire PointsBet via a scheme of arrangement failed after Betr, which holds a 19.9% stake in PointsBet, used its voting power to block the deal. This forced MIXI to restructure its proposal into the current off-market offer, which requires a lower 50.1% approval threshold.

Shareholders now face a complex decision: accept the board-recommended, certain cash offer from MIXI, or consider the higher-value, but more complex and disputed, all-share offer from a rival whose tactics are under regulatory examination.