18 August 2025
Market Announcements Office
ASX Limited
Exchange Centre
20 Bridge Street
Sydney NSW 2000
Dear Sir / Madam
For immediate release to the market
Supplementary MIXI Target’s Statement
We attach, by way of service pursuant to section 647(3)(b) of the Corporations Act 2001 (Cth), a copy of the supplementary target’s statement of PointsBet Holdings Limited (PointsBet) in response to the recommended off-market takeover bid by MIXI Australia Pty Ltd, a wholly-owned subsidiary of MIXI, Inc, for all of the issued shares in PointsBet.
Yours sincerely
Mr Brett Paton
Non-Executive Chairman
PointsBet Holdings Limited
PointsBet Holdings Limited
ABN 68 621 179 351
Supplementary MIXI Target’s Statement
This document is a supplementary target’s statement issued by PointsBet Holdings Limited (PointsBet) in relation to the off-market takeover bid for all the issued shares in PointsBet (MIXI Takeover Offer) by MIXI Australia Pty Ltd (ACN 681 434 640) (MIXI Australia), a wholly-owned subsidiary of MIXI, Inc (MIXI). This statement supplements, and should be read together with, PointsBet’s target’s statement dated 24 July 2025 (MIXI Target’s Statement).
1 Update on MIXI Takeover Offer
The PointsBet Board notes that there have been several recent developments in relation to the MIXI Takeover Offer. These are:
(a) On 5 August 2025, MIXI Australia provided to PointsBet and released to the ASX a notice given under section 630(4) of the Corporations Act declaring that the FIRB approval Condition under the MIXI Takeover Offer (FIRB Condition) has been satisfied.
(b) On 8 August 2025, MIXI Australia provided to PointsBet and released to the ASX:
(i) a notice of variation given under section 650D of the Corporations Act to increase the MIXI Offer Price from $1.20 per PointsBet Share in cash to $1.25 per PointsBet Share in cash (Increased MIXI Offer Price); and
(ii) a notice given under section 650F of the Corporations Act declaring the MIXI Takeover Offer free from all remaining Conditions.
(c) In its 8 August 2025 announcement, MIXI Australia stated that:
“The increased offer price of $1.25 cash per PointsBet share is best and final, provided that MIXI Australia reserves the right to increase the Offer consideration if it acquires more than 50% of PointsBet shares.”
(d) On 8 August 2025, the PointsBet Board recommended the MIXI Takeover Offer with the Increased MIXI Offer Price to PointsBet Shareholders and stated that announced that each PointsBet Director has accepted the MIXI Takeover Offer.
(e) On 11 August 2025, MIXI Australia announced to the ASX that it had a relevant interest in PointsBet Shares of 28.27% following the:
(i) closure of the institutional acceptance facility; and
(ii) the discharge of the pre-bid acceptance agreements dated 16 July 2025.
(f) On 15 August 2025, MIXI Australia issued its First Supplementary Bidder’s Statement in relation to the MIXI Takeover Offer noting the above developments.
(g) As at the date of this Supplementary MIXI Target Statement, MIXI Australia has a relevant interest in 33.71% of PointsBet Shares.
(h) The effect of the above developments is that:
(i) the MIXI Takeover Offer is now unconditional;
(ii) as the FIRB Condition has been satisfied, the withdrawal right set out in section 9.8(a)(ii) of the MIXI Bidder’s Statement is no longer available, meaning that the contract resulting from your acceptance of the MIXI Takeover Offer will come into force and be binding;
(iii) the Increased MIXI Offer Price under the MIXI Takeover Offer is now $1.25 per PointsBet Share;
(iv) the Increased MIXI Offer Price is best and final, provided that MIXI Australia reserves the right to increase the Offer consideration if it acquires more than 50% of PointsBet Shares; and
(v) the Increased MIXI Offer Price will apply to all PointsBet Shareholders who accept the MIXI Takeover Offer, including those PointsBet Shareholders who have already accepted the MIXI Takeover Offer.
2 Unanimous PointsBet Board Recommendation
The PointsBet Board unanimously recommends that PointsBet Shareholders ACCEPT the MIXI Takeover Offer, in the absence of a superior proposal.
Each PointsBet Director has now accepted the MIXI Takeover Offer.
As the MIXI Takeover Offer is unconditional it provides certain cash consideration. MIXI Australia has indicated that it will use its best endeavours to pay the Increased MIXI Offer Price:
(a) for PointsBet Shareholders who accepted the MIXI Takeover Offer before it was announced to be unconditional, by 29 August 2025; and
(b) for all other accepting PointsBet Shareholders, within 10 Business Days after the date that you accept the MIXI Takeover Offer.
3 How to ACCEPT the MIXI Takeover Offer
To ACCEPT the MIXI Takeover Offer, please follow the instructions set out in section 9.3 of the MIXI Bidder’s Statement.
Acceptances must be received in the manner specified in the Bidder's Statement prior to the close of the Offer Period at 7.00pm (Melbourne time) on 25 August 2025, unless extended.
4 Update on Unsolicited Betr Scrip Offer
The PointsBet Board also notes the following recent developments in relation to the Unsolicited Betr Scrip Offer:
(a) On 30 July 2025, betr announced that it will increase its all-scrip off-market takeover offer from 3.81 betr shares for every one PointsBet Share to 4.219 betr shares for every one PointsBet Share (Revised betr Offer Price).
(b) On 31 July 2025, PointsBet announced that the PointsBet Board had determined, with the assistance of external advisers, that the Unsolicited Betr Scrip Offer is materially inferior to the MIXI Takeover Offer, even taking into account the Revised betr Offer Price.
(c) Accordingly, the PointsBet Directors unanimously recommend that PointsBet shareholders accept the previously announced MIXI Takeover Offer, in the absence of a superior proposal.
Given the Revised MIXI Offer Price and the fact that the MIXI Takeover Offer is now unconditional, the PointsBet Board consider the MIXI Takeover Offer to be superior to the Unsolicited Betr Scrip Offer and recommend that you TAKE NO ACTION in relation to the Unsolicited Betr Scrip Offer.
The Unsolicited Betr Scrip Offer is not yet open or capable of acceptance. PointsBet will provide further details through its target’s statement in response to the Unsolicited Betr Scrip Offer (when despatched).
5 ASX Announcements
Since lodging the MIXI Target’s Statement on 24 July 2025, the following ASX Announcements have been made on PointsBet’s ASX platform:
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25 July 2025 – Change in substantial holding
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28 July 2025 – Change in substantial holding
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29 July 2025 – Change in substantial holding
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30 July 2025 – Change in substantial holding
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30 July 2025 – TOV: PBH Panel Receives Application - Interim Orders
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30 July 2025 – Increased Takeover Offer of PointsBet Holdings Limited
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31 July 2025 – Change in substantial holding
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31 July 2025 – PointsBet Rejects Betr Revised Scrip Offer
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4 August 2025 – Notice of Fulfilment of Condition (Off-Market Takeover Bid)
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5 August 2025 – Change in substantial holding
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5 August 2025 – Support for Selective Buy-Back Resolution
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5 August 2025 – Notice of Fulfilment of Bid Condition - MIXI Australia
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8 August 2025 – Variation of Takeover Bid
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8 August 2025 – PBH Recommends MIXI Increased Unconditional Offer
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11 August 2025 – Change in substantial holding
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11 August 2025 – TOV: BBT Panel Receives Application
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15 August 2025 – TOV: PBH Panel Accepts Undertaking Declines to Make Dec
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15 August 2025 – Supplementary Bidder’s Statement
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15 August 2025 – Becoming a substantial holder
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15 August 2025 – Update on Takeover Offer for PointsBet Shares
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18 August 2025 – Change in substantial holding
6 Further questions
PointsBet Shareholders should call 1300 850 505 (for calls made from within Australia) or +61 3 9415 4000 (for calls made from outside Australia) if they have any queries. This shareholder information line is available Monday to Friday between 8.30 am and 5.30 pm (Melbourne time).
7 General
Unless the context otherwise requires, terms defined in the MIXI Target’s Statement have the same meaning as in this statement. This statement prevails to the extent of any inconsistency with the MIXI Target’s Statement. A copy of this statement has been lodged with ASIC. Neither ASIC nor any of its officers take any responsibility for its contents.
8 Authorisation
Signed for and on behalf of PointsBet following a resolution passed by the Board.
18 August 2025
Mr Brett Paton
Non-Executive Chairman
PointsBet Holdings Limited