PointsBet Holdings Limited (ASX: PBH), an Australian corporate bookmaker with operations in Australia, the United States, Canada, and Ireland, recently found itself at the centre of a takeover battle. The Takeovers Panel has accepted an undertaking from betr Entertainment Limited (ASX: BBT) and declined to make a declaration of unacceptable circumstances following an application from PointsBet regarding betr’s takeover offer. PointsBet is subject to two competing off-market takeover offers: a recommended cash offer from MIXI Australia Pty Ltd and an unsolicited all-scrip, reverse takeover offer from betr.
PointsBet raised concerns about disclosure issues in betr’s bidder’s statement, notice of meeting, and related announcements, particularly regarding the value of consideration and synergies. PointsBet also challenged a proposed selective share buy-back of betr shares following the closure of the betr bid, alleging it was an inducement and misleading. Furthermore, they claimed betr breached the minimum bid price rule and that betr’s Executive Chairman, Mr Matthew Tripp, failed to disclose his true voting power in betr.
To address these concerns, betr has undertaken to prepare and despatch a replacement bidder’s statement, cancel the shareholder meeting for the selective share buy-back, and issue a replacement notice of meeting with an independent expert’s report. Betr will also postpone the selective share buy-back until it obtains an ASX waiver or shareholder approval for MIXI Australia’s participation. Additionally, betr will offer withdrawal rights to PointsBet shareholders who accepted the betr bid or delay opening the bid until after the release of the replacement documents.
The Panel concluded that betr’s undertaking ensures adequate disclosure and a fair structure for the selective share buy-back, preventing the betr bid from violating Chapter 6 of the Corporations Act. With the proceedings now concluded, the President’s interim orders made on 29 July 2025, have ceased to be in effect. The Panel will publish its reasons for the decision on its website.
