Betr orders PointsBet to recount MIXI takeover vote after being excluded

Betr Entertainment has called for a recount on the vote made by PointsBet shareholders on MIXI’s takeover bid. The vote was carried out on 25 June, but Betr, who has tabled a competing takeover offering, insists its vote was excluded.

Betr holds a 19.9% voting power in PointsBet and, unsurprisingly, voted against the proposal during a proxy vote. Combining both the proxy and direct shareholder votes, 81.9 million shareholder votes rejected the MIXI offer, against a majority of 350.2 million in favour.

Shareholders present in the meeting overwhelmingly backed the scheme, with 95.69% voting in favour. This came despite a more mixed result during the proxy vote, where 69.47% approved the takeover.

PointsBet could face Betr challenge over vote

Betr, which has submitted several proposals competing against to the PointsBet takeover, has criticised the vote, insisting the chair of the meeting “impermissibly excluded” its vote against the scheme without providing a reason.

“The company confirms it validly lodged its proxy vote against the scheme as recorded in the PointsBet announcement,” Betr said. “Betr did not, at any time, revoke that proxy.”

With this, Betr called on the chair of the meeting to conduct a recount and include its proxy. Should this not take place before the scheduled court hearing on 26 June, Betr said it would challenge the vote

“If the chair of the meeting fails to do so and announces the results prior to the court hearing on 26 June, Betr will challenge the exclusion of its vote at the hearing,” it said.

Could Betr return with new takeover proposal?

Betr ended its statement with confirmation that it will continue to work on its own proposal, the latest of which was rejected this week by PointsBet, in favour of MIXI. Betr was offering an all-share deal in which 3.81 Betr shares would be exchanged for for each PointsBet share. This valued each PointsBet share at AU$1.22, based on a $0.32 Betr share price.

In its proposal document, Betr said PointsBet shareholders would benefit from “significant value enhancement” in the combined business. It added that more than $40 million in material synergies would be realised under a 100% acquisition scenario.

However, this was seemingly not enough to convince PointsBet, which turned down the offer. PointsBet said it was “materially” below the $1.20 in cash per share offered by MIXI.

The group had already entered a bid implementation deed with MIXI and Australia’s Foreign Investment Review Board has already approved the mooted takeover. This means the shareholder vote was the latest hurdle passed for MIXI’s bid.

MIXI welcomes ‘strong’ shareholder support

MIXI also responded to the vote, saying it welcomed the backing of shareholders. In addition, it acknowledged the comments from Betr, saying it would monitor the situation.

“MIXI welcomes the strong support from PointsBet shareholders which PointsBet has announced as endorsing MIXI’s $1.20 per share proposal,” MIXI said.

“MIXI also notes the announcement made by Betr in respect of the Scheme Resolution. MIXI is monitoring the situation closely and will provide an update when it has further information.”