PointsBet vote recount leaves MIXI short of takeover approval, new proposal tabled

MIXI Australia’s PointsBet takeover proposal has failed to secure sufficient support from PointsBet’s shareholders. This followed a vote recount demanded by rival bidder Betr Entertainment.

Despite the setback MIXI has vowed to push ahead with a rejigged off-market all-cash takeover offer of AU$1.20 per PointsBet share.

Prior to the recount, ordered by Betr, after it said its proxy vote against the previous MIXI deal was not included, it appeared shareholders had backed MIXI.

The first vote’s results showed 95.69% approved the offer at a meeting on 25 June. However, the proxy vote was more mixed, with 69.47% backing the proposal.

This led Betr to accuse PointsBet of “impermissibly excluding” its vote against the scheme without reason. Betr, which holds a 19.9% voting power in PointsBet, said its proxy vote was not included in the final tally, thus skewing the results.

PointsBet has since investigated the matter, with stock transfer company Computershare finding the exclusion was due to a system error. As such, it published amended voting results from the meeting. These showed MIXI did not gain enough support to proceed with the offer in its current form,

The updated results show 70.48% of all votes cast in the poll were in favour the proposal, with 29.52% against. This meant that the scheme resolution was not carried forward.

Betr slams ‘irresponsible’ PointsBet

Responding to the matter, Betr said that while it was pleased with the outcome, it hit out at PointsBet. Betr has lodged several takeover proposals of its own to take control of PointsBet. Twice PointsBet has declined these offers in favour of MIXI’s higher-value proposal.

Betr was offering an all-share deal in which 3.81 Betr shares would be exchanged for each PointsBet share. This valued each PointsBet share at AU$1.22, based on a $0.32 Betr share price.

But, PointsBet said this was “materially” below the $1.20 cash per share offer by MIXI. In addition, PointsBet had entered a bid implementation deed with MIXI and secured approval from Australia’s Foreign Investment Review Board.

In its statement dated 20 June, Betr accused PointsBet of a “failure of appropriate governance”.

“There is an ongoing contested auction for control of PointsBet,” Betr said. “It is in the interests of all PointsBet shareholders that this auction be conducted openly and fairly to maximise the value received for their shares.

“Betr considers the approach taken by PointsBet, including by subsequently making assertions to the ASX and to media as to the conduct of Betr in relation to the vote, was unprofessional and irresponsible, reflecting a failure of appropriate governance, and not merely an error by Computershare as PointsBet has suggested.”

Betr added it is “concerned” PointsBet is seeking to transfer control to MIXI without offering a genuine contest to shareholders. This, it said, may not mean an optimal outcome for PointsBet shareholders.

“Betr calls on PointsBet not to permit the early despatch of MIXI’s bidder’s statement and opening of MIXI’s takeover offer,” the company said. “It is important PointsBet’s shareholders have a reasonable opportunity to consider and comment on the MIXI statement before the MIXI offer is capable of acceptance by shareholders.

“In the interim, Betr continues to prepare its takeover offer direct to PointsBet shareholders. We will share further details with the market in coming days.”

MIXI amends PointsBet takeover proposal

While the shareholder vote did not go its way, MIXI has maintained it intends to push ahead with an offer. As such, its amended proposal offers all-cash in contrast to Betr’s all-share. It implies an enterprise value of $402 million for PointsBet. This is the same valuation as MIXI’s previous offer.

The updated deal also offers a premium of 44.6% to the closing share price on 25 February 2025 of $0.83 per PointsBet share. This was the last closing price before the announcement of the Scheme.

This latest offer requires a 50.1% minimum acceptance from PointsBet shareholders as well as certain regulatory approvals, including in Ontario, Canada where PointsBet also operates.

However, MIXI noted that the PointsBet board has agreed to unanimously recommend shareholders approve the offer.

MIXI intends to lodge an official bidder’s statement for the offer in the coming weeks. This will be made available to the ASX and PointsBet shareholders, with another vote expected soon after.

“We look forward to progressing the takeover offer in a timely manner and paying PointsBet shareholders promptly in cash for their shares as and when the conditions to the offer are satisfied,” MIXI said.

“In contrast, under the proposed Betr offer, PointsBet shareholders face an uncertain proposition of receiving Betr shares assessed by the PointsBet board as having low liquidity on the ASX and at a significantly lower value.”