Betr increases all-scrip takeover bid for PointsBet amid Takeovers Panel restriction
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More news: Online bookmaker Betr Entertainment has raised its all-scrip takeover offer to PointsBet shareholders by 10.7% after its initial offer was rejected and the federal government’s Takeovers Panel grounded the proposal.
On Wednesday afternoon Betr told the market it intends to offer 4.219 Betr shares per PointsBet share held, an improvement from the original 3.81 offer. This is equivalent to $1.35 based on Betr’s last close price of $0.32.
At the last close price, Betr's deal would be higher than the Japanese entertainment company MIXI’s $1.20 cash offer, but PointsBet has previously flagged that the value of an all-scrip offer from Betr is “uncertain given the low liquidity of Betr's shares".
PointsBet also previously flagged that potential synergies cited by Betr are “materially overstated”.
For months Betr has been trying to outbid MIXI, whose bid has previously been unanimously recommended by the PointsBet board. Betr said it “continues to firmly believe in the combination rationale and that we can create material value for PointsBet and Betr shareholders”.
This morning, the president of the Australian Government's Takeovers Panel made an interim order that Betr not despatch its 3.81 scrip offer following a submission from PointsBet that argued the offer was "presented in a highly misleading and unbalanced way”.
Takeovers Panel makes interim order to block Betr move for PointsBet
The news: The president of the Australian Government's Takeovers Panel has made interim orders restraining online bookmaker Betr from despatching its bidder's statement in relation to its unsolicited takeover move for ASX rival PointsBet.
The numbers: The Takeovers Panel president has ordered Betr not to send copies of its bidder's statement and offer documents to PointsBet shareholders until a further order by the panel, a final determination by the panel, or two months from the date of the interim order.
Earlier this month, Betr — which holds a 19.6% interest in PointsBet — tabled an all-scrip offer of 3.81 Betr shares for every one PointsBet share.
PointsBet told investors last week that the proposal is "materially inferior" to the latest cash offer of $1.20 per PoinstBet share, made by rival bidder and 24.5% shareholder MIXI.
The context: PointsBet submitted an application to the Takeovers Panel on Tuesday, claiming that the value of Betr's offer is "presented in a highly misleading and unbalanced way, and which fails to adequately explain the assumptions and sensitivities affecting value".
It noted that Betr's estimated synergies that form the offer value "contain material errors and are presented in a misleading, incomplete and unbalanced manner".
PointsBet also told the panel that by promoting a selective buy-back of Betr shares, the suitor is seeking "in effect to offer PointsBet shareholders a cash alternative to the all-scrip offer" which represents "a clear inducement to encourage acceptance" of the Betr offer.
PointsBet also claims Betr's chairman Matthew Tripp has failed to disclose the true extent of his and his associates' voting power in Betr.
The company has sought final orders to restrain Betr from undertaking the selective buy-back, require Betr to provide a replacement bidder's statement to address the disclosure deficiencies, and require Tripp to provide corrective substantial holder disclosure.
