Tabcorp Holdings (ASX: TAH) – BetMakers Enters Scheme Implementation Deed with Tabcorp

Tabcorp Holdings (ASX: TAH) has agreed to acquire BetMakers Technology Group (ASX: BET) A$0.210 ▼ -2.33% in a scheme of arrangement that places an enterprise value of approximately $282.9 million on the target company. Under the transaction terms, BetMakers shareholders will receive $0.24 per share in cash as the default consideration, representing a 45.5% premium to the stock’s closing price on 7 August 2026 and a 41.1% premium to the one-month volume-weighted average price. For shareholders who have held the stock through its recent challenges, this offer delivers substantial upside.

The transaction structure incorporates flexibility through a mixed consideration framework. Eligible shareholders may elect to receive up to 100% of their scheme consideration in new Tabcorp shares rather than cash, selecting from four options: 25%, 50%, 75%, or 100% scrip conversion. This flexibility comes with guardrails, however. The total scrip consideration is capped at 25% of total scheme consideration, and if shareholder elections exceed this cap, they will be scaled back on a pro rata basis. This mechanism allows investors who wish to maintain exposure to the combined entity to do so, while protecting Tabcorp from excessive share issuance.

Board alignment represents a significant endorsement of the transaction. The BetMakers Board has unanimously recommended that shareholders vote in favour of the scheme, contingent on an independent expert concluding the transaction is in shareholders’ best interests and absent any superior proposal. The directors’ stated intention to vote approximately 10% of shares outstanding in favour provides clear evidence that management supports the deal.

The funding certainty distinguishes this transaction from many merger scenarios. Tabcorp has not conditioned completion on its own shareholder approval, further due diligence, or any financing condition, reducing the execution risk typically associated with acquisitions. The scheme remains dependent on ACCC merger clearance and gaming and racing regulatory approvals across jurisdictions where BetMakers operates, along with customary BetMakers shareholder and court approvals. Tabcorp has targeted Q3 FY27 for completion, though regulatory processes may extend this timeline.

Regulatory approval represents the primary near-term focus for investors. The ACCC will examine competitive impacts in wagering markets, and racing and gaming regulators across multiple jurisdictions must grant approvals. These are substantive assessments, and delays are possible given the scrutinised nature of wagering markets throughout Australia.

The mixed consideration structure also warrants shareholder attention. Investors electing scrip consideration gain exposure to Tabcorp and any synergies from combining the businesses, but face liquidity constraints and downside risk if Tabcorp underperforms post-acquisition. Those selecting full cash eliminate equity market exposure but forfeit any participation in potential upside. This announcement is price sensitive and constitutes a material disclosure flagged by the ASX.

View the full ASX announcement (PDF)

About Tabcorp Holdings Limited (ASX: TAH)

Tabcorp Holdings Limited is Australia’s leading wagering and lotteries operator, providing betting services on racing, sports, and other events. The company operates The Lott, which manages official lotteries across Australia, and offers wagering products through various channels including digital platforms. It operates primarily in Australia and is a major provider of gambling services to the Australian market.