A public dispute has erupted between Betr Entertainment Limited and PointsBet Holdings over the outcome of a shareholder vote on a proposed scheme of arrangement with MIXI, Inc.
On Wednesday, PointsBet announced that the resolution to approve the scheme was passed by shareholders. However, Betr, which opposes the deal and is preparing a competing takeover offer, challenged the legitimacy of the vote, alleging that its proxy vote against the scheme had been improperly excluded.
In a strongly worded statement, Betr claimed that the chair of the scheme meeting ‘impermissibly excluded’ its vote and ‘provided no basis for doing so.’ Betr asserted that it had lodged a valid proxy vote against the scheme and that it had never revoked that vote.
Betr is now demanding an immediate recount of the vote that includes its proxy. The company warned that if the vote is not rectified and results updated ahead of the Second Court Hearing scheduled for tomorrow morning, it will formally challenge the outcome in court.
In response, PointsBet issued a rebuttal, firmly denying Betr’s claims. The company stated that Betr’s vote was not excluded, but rather was revoked by one of Betr’s own senior officers who logged into the meeting virtually.
According to PointsBet, the officer revoked the proxy prior to the close of polling and did not cast a vote during the meeting.
PointsBet emphasized that the voting process was overseen by an independent returning officer from share registry firm Computershare, which confirmed the legitimacy of the outcome announced earlier.
With the scheme now approved by the required majority of shareholders, PointsBet plans to proceed with the Second Court Hearing at 10:15am on June 26th (Melbourne time).
Meanwhile, Betr continues to prepare an unconditional takeover bid for PointsBet, promising to provide more details in the coming days.
In an update shared on Thursday morning, PointsBet indicated that Betr informed the company that its proxy in the voting process, Computershare, had experienced a ‘system error’, which resulted in the votes being ‘incorrectly excluded by Computershare from the final voting results that were provided to PointsBet’.
As such, PointsBet indicates that the vote on the acquisition by MIXI ‘was not approved by the requisite majorities of PointsBet Shareholders’.
