BlueBet completes acquisition of TopSport

BlueBet Holdings Limited (trading as betr) is pleased to announce the successful completion of the acquisition of certain assets of Merlehan Bookmaking Pty Ltd (trading as TopSport) following the highly successful migration of TopSport customers to the betr platform overnight.

In consideration for acquiring certain assets of TopSport:

- the Company has made a cash payment of $1,520,428.47 to TopSport (representing the Completion Payment less TopSport customer account balances, pending bets, and employee entitlements). This has been funded using the proceeds of the Company’s capital raising which completed on 13 February 2025);
- the Company has issued 8,823,529 fully paid ordinary shares (the Completion Shares) to TopSport’s nominee entity, Merlehan Family Investments Pty Ltd; and
- contingent on the satisfaction of certain milestones, the Company may be required to issue up to 23,000,000 performance options and make future cash payments to TopSport in accordance with the terms of the asset sale agreement (as summarized in the Company’s ASX announcement dated 5 February 2025).

The issuance of the Completion Shares was ratified by shareholders at the Company’s general meeting held on 31 March 2025. The Completion Shares will be subject to voluntary escrow for a period of 6 months (in respect of 50% of the Completion Shares) and 12 months (in respect of the remaining 50% of the Completion Shares).

More than 63 million rows of TopSport customer data were securely migrated overnight, including transactional data, pending bets and account balances. This delivered a frictionless experience for TopSport customers who can now expect a materially uplifted wagering experience on the betr platform, with TopSport Chief Executive Officer, Tristan Merlehan, to add to the Company’s best-in class Management Team joining in the role of Chief Trading Officer.

BlueBet Chief Executive Officer, Andrew Menz, commented:

“We have successfully completed the acquisition of TopSport, executing an innovative transaction structure that enabled us to migrate TopSport customers onto the betr platform prior to completion. This materially de-risked the transaction and ensured that all anticipated cost synergies were fully realized within just 55 days of announcing the deal, without the need to operate the TopSport brand or wagering platform during the transition.

“This outcome reflects our repeatable and scalable M&A model, underpinned by the speed and precision of our migration team. Our ability to rapidly execute on the integration and migration with no disruption to our offering remains a key competitive advantage, delivering immediate value for our shareholders.

“With the successful integration of TopSport, our focus now shifts to further inorganic growth opportunities in the Australian market, including our compelling and fully funded proposal to acquire PointsBet. By providing the flexibility for PointsBet shareholders to choose a mix of cash and scrip, we
believe ours is a superior proposal for shareholders to realise value in the short and long term. Our
engagement with PointsBet shareholders remains overwhelmingly positive and we look forward to
progressing our discussions with the PointsBet Board.”