EXTRACT FROM ASX RELEASE - MIXI Australia Bidder's Statement

MIXI

BIDDER’S STATEMENT
in relation to the off-market takeover bid by
MIXI, Inc.
through its wholly-owned subsidiary
MIXI Australia Pty Ltd
(ACN 685 145 914)
to acquire all of your shares in
PointsBet Holdings Limited
(ACN 621 179 351)
for $1.20 cash per Share

This is an important document and requires your immediate attention.
You should read this Bidder’s Statement in its entirety before deciding whether to accept the Offer.
If you are in doubt as to how to deal with this document or the Offer, you should consult your legal, financial or other professional adviser as soon as possible.
If you have recently sold all of your PointsBet Shares, please disregard this document.

IMPORTANT INFORMATION

This Bidder’s Statement is given by MIXI Australia Pty Ltd (ACN 685 145 914) (MIXI Australia), a wholly-owned subsidiary of MIXI, Inc. (MIXI), under Part 6.5 of the Corporations Act in relation to the Offer.

A copy of this Bidder’s Statement was lodged with ASIC on 17 July 2025. Neither ASIC nor any of its officers takes any responsibility for the contents of this Bidder’s Statement.

Investment decisions
This Bidder’s Statement does not take into account the individual investment objectives, financial situation or particular needs of any person. Accordingly, before making a decision whether or not to accept the Offer, you may wish to consult with your legal, financial or other professional adviser.

Forward-looking statements
This Bidder’s Statement contains forward-looking statements. These statements are based on the current expectations of MIXI and MIXI Australia and involve risks and uncertainties as they relate to events and depend on circumstances that may or may not occur in the future and may be beyond the control of MIXI and MIXI Australia. You should not place undue reliance on these forward-looking statements.

Disclaimer as to publicly available information
The information on PointsBet contained in this Bidder’s Statement has been prepared by MIXI and MIXI Australia using publicly available information about PointsBet. This information has not been independently verified by MIXI or MIXI Australia. Accordingly, subject to the Corporations Act, neither MIXI nor MIXI Australia makes any representation or warranty (express or implied) as to the accuracy or completeness of this information.

Notice to foreign shareholders
The distribution of this Bidder’s Statement may be restricted by laws or regulations in jurisdictions outside Australia. This Bidder’s Statement does not constitute an offer in any jurisdiction in which, or to any person to whom, it would be unlawful to make such an offer.

Privacy
MIXI and MIXI Australia have collected your information from the PointsBet register of members for the purposes of making the Offer and administering your acceptance of the Offer. The type of information collected may include your name, contact details and shareholding details. Without this information, MIXI and MIXI Australia may be hindered in their ability to carry out the Offer. The information may be disclosed to other entities within the MIXI group, to external service providers and government agencies as required, and to other parties as required or authorised by law. You can access and correct your personal information by contacting the Share Registry.

KEY DATES
Date of this Bidder’s Statement:
17 July 2025

Date of Offer:
24 July 2025*

Close of Offer (unless extended or withdrawn):
24 August 2025*

*These dates are indicative only and may be changed as permitted by the Corporations Act.

LETTER FROM THE PRESIDENT OF MIXI

17 July 2025
Dear PointsBet Shareholder,

Recommended all-cash offer to acquire 100% of PointsBet for $1.20 cash per share

On behalf of MIXI Australia Pty Ltd (“MIXI Australia”), a wholly-owned subsidiary of MIXI, Inc (“MIXI”), I am pleased to present you with this all-cash offer to acquire your shares in PointsBet Holdings Limited (“PointsBet”) for $1.20 cash per PointsBet Share (“Offer”).

MIXI Australia is strongly committed to acquiring PointsBet and is offering PointsBet Shareholders the certainty of an all-cash offer at a compelling premium, that is fully funded and unanimously recommended by the PointsBet Board.

Unanimous recommendation of the PointsBet Board

The PointsBet Board has unanimously recommended that PointsBet Shareholders accept the Offer, in the absence of a Superior Proposal. As at the date of this Bidder’s Statement, so far as MIXI Australia is aware, no Superior Proposal has been received by PointsBet.

Each PointsBet Director who has a Relevant Interest in PointsBet Shares has informed the PointsBet Board that they intend to accept the Offer in respect of all of their PointsBet Shares within 10 Business Days of receiving the Offer, subject to there being no Superior Proposal. The PointsBet Directors have a combined Relevant Interest of approximately 8.0% in PointsBet Shares.

Key attractions of the Offer

All-cash Offer at a significant premium to recent trading: The all-cash Offer of $1.20 per PointsBet Share represents a significant and attractive premium of:
– 44.6% to the closing price on 25 February 2025 of $0.83 per PointsBet Share, the last closing price before the announcement by MIXI Australia of the proposed acquisition of PointsBet by way of a scheme of arrangement (the “Scheme”); and
– 40.3% to the 1-month VWAP¹ of $0.86 for the period ending 25 February 2025.
The Offer is also higher than the closing price at which PointsBet Shares have traded since January 2022.
Compelling value for your PointsBet Shares: The Offer implies an enterprise value of $402 million,² and represents an implied EV/EBITDA multiple of 36.6x based on PointsBet’s FY25 guidance³. This compares favourably with historical sector trading multiples and multiples associated with other transactions in the sector as assessed by the independent expert appointed by PointsBet in connection with the Scheme⁴.
Certainty of cash consideration: The Offer delivers certainty of value in the form of cash consideration for all PointsBet Shareholders. Furthermore, if you accept the Offer and it becomes unconditional, you will no longer be exposed to ongoing risks and uncertainties regarding your investment in PointsBet. Notably:
– competition in Canada is substantial, and PointsBet’s Canadian business is yet to achieve profitability;
– the Australian regulatory outlook remains uncertain, and there is the prospect of, amongst other things, potential future increases in point of consumption and other taxes, as well as racing and sports product fees; and
– PointsBet’s robust compliance standards mean it could face risks to its VIP revenue (in particular) from smaller operators with less rigorous compliance frameworks.
Unanimous recommendation of PointsBet Directors: The PointsBet Board unanimously recommends that PointsBet Shareholders accept the Offer, and each PointsBet Director who has a Relevant Interest in PointsBet Shares has informed the PointsBet Board that they intend to accept the Offer in respect of all of their PointsBet Shares, subject to there being no Superior Proposal.

Note:

This is an extract only.

Please access full ASX release via POINTSBET HOLDINGS LIMITED on the Australian Securities Exchange or by clicking the Link HERE

Key Facts:

Note:

This is an extract only.

Please access the FULL ASX release via POINTSBET HOLDINGS LIMITED on the Australian Securities Exchange or by clicking the Link HERE