MIXI Australia has made a “best and final” improved offer for Australian operator PointsBet to conclude its long-running takeover attempt.
The group increased its offer to AU$1.25 per share in cash after shareholders rejected a AU$1.20 bid in June.
The new offer from the Japanese tech firm’s Australian division implies an enterprise value of AU$419 million. The previous bid collapsed after rival bidder Betr Entertainment demanded a recount.
MIXI has declared the offer unconditional after receiving approval from Australia’s Foreign Investment Review Board. It has waived the earlier 50.1% minimum acceptance condition.
MIXI will pay shareholders who accept by 29 August or within 10 business days of acceptance. The takeover offer remains open until the evening of 25 August. MIXI currently holds a 28.2% stake in PointsBet.
The new offer represents an implied EV/EBITDA multiple of 38.1x based on PointsBet’s FY25 guidance.
PointsBet directors back MIXI bid
PointsBet directors, who supported the previous bid, again unanimously recommend shareholders accept MIXI’s offer. The bid is 50.6% above the 25 February closing price, when MIXI announced its proposed acquisition. It is also 46.1% above the one-month average price of AU$0.865 for the period ending 25 February 2025.
PointsBet directors again expressed their concerns about Betr’s all-scrip reverse takeover offer of 4.219 shares for every 1 PointsBet share. They said Betr’s offer depends on synergy estimates that were “materially overstated” in June.
“MIXI Australia’s increased offer is now unconditional and we encourage all PointsBet shareholders to accept our increased offer with the certainty of knowing that they will be paid expeditiously,” MIXI said.
Betr’s most recent offer
Betr submitted its latest offer at the end of July. At the time, it said the all-scrip offer equates to AU$1.35 per PointsBet share, based on its capital raising price of AU$0.32 per share. Betr already holds a 19.9% voting power in PointsBet.
“We continue to firmly believe in the combination rationale and that we can create material value for PointsBet and Betr shareholders by integrating these two businesses, allowing us to profitably grow our share of the Australian wagering market,” Betr said.
“That upside is not available to PoinstBet shareholders under the inferior all-cash MIXI offer.
“PointsBet shareholders should continue to take no action until both offers are open. We expect the PointsBet board will reconsider its recommendation that PointsBet shareholders accept the MIXI offer and will now recommend the Betr offer.”
PointsBet rejected the previous proposal from Betr, as it was “materially less” than MIXI’s increased offer.
Betr was proposing 3.81 of its own shares in exchange for each PointsBet share. It said this on-market offer equated to AU$1.22 per PointsBet share, based on a Betr share price of AU$0.32.
This also included AU$44.9 million of expected annual cost synergies, which provided a potential deal value of AU$1.89 per PointsBet share.
However, without estimated synergy costs, the offer was the same as an earlier proposal, also rejected by PointsBet.
Also included in this offer was an $80 million selective buy-back for PointsBet shareholders accepting the bid. However, PointsBet took issue with this, and indeed the wider bid, raising it with the government’s Takeover Panel.
MIXI Australia has increased its all-cash offer and removed all conditions as it seeks to beat Betr in the battle for the Australian gaming group.