Tabcorp Agrees Binding Deal to Acquire Wagering Tech Firm BetMakers

Tabcorp Holdings has signed a binding scheme implementation deed to acquire 100% of wagering technology supplier BetMakers Technology Group, offering A$0.24 cash per share in a transaction that values BetMakers’ equity at approximately A$283 million and implies an enterprise value of roughly A$267 million, the companies told the ASX on August 10, 2026.

The offer represents a 45.5% premium to BetMakers’ closing price of A$0.165 on August 7, 2026, the last trading day before the announcement, and a 41.1% premium to its one-month volume-weighted average price, according to BetMakers’ own ASX release. The BetMakers board has unanimously recommended shareholders vote in favour, and directors holding roughly 10% of shares outstanding intend to vote their own holdings for the deal.

The acquisition is the first major M&A move under Tabcorp managing director and chief executive Gillon McLachlan, who said the deal accelerates the group’s strategy on several fronts at once.

“The acquisition of BetMakers will accelerate our strategy across multiple areas. BetMakers has undergone a significant transformation over the past two years and built impressive wagering technology and a talented team,” McLachlan said in Tabcorp’s announcement. “Accessing those advantages will uplift our own tech capability and fast track our product ambitions, particularly for our unique media and tote offering.”

BetMakers chief executive Jake Henson framed the combination as a scale play: “Bringing together Tabcorp’s rights, content and relationships with BetMakers’ platforms, data and B2B wagering services will create a more complete and compelling global offering for our customers, and an exciting future for our people.”

What Tabcorp is buying

BetMakers is an ASX-listed B2B wagering technology group supplying fixed-odds and pari-mutuel betting platforms, data services and racing content across more than 30 countries. Its Global Tote segment — tote hosting, international pooling and commingling software, and retail betting hardware — generated approximately 60% of FY25 revenue, with its Global Betting Services bookmaker-technology arm contributing around 40%, per Tabcorp’s announcement. Its newer Apollo and GTX platforms sit at the centre of the technology Tabcorp wants to absorb rather than build itself.

For Tabcorp, the strategic logic runs through its TAB wagering brand and Sky Racing media business: replacing existing wagering platforms with BetMakers’ proven stack accelerates a technology modernisation the group says it is midway through, following the demerger of its lotteries and keno operations.

The deed itself shows how long this has been in train. The confidentiality agreement between the pair is dated October 15, 2025, and a clean-team protocol for sharing competitively sensitive information was signed on May 13, 2026, meaning detailed work on the transaction ran for months before Monday’s signing.

The numbers behind the deal

• A$0.24 cash per BetMakers share, with an option to take up to 25% of the total consideration in new Tabcorp shares
• A$283 million implied equity value; A$267 million implied enterprise value
• 45.5% premium to BetMakers’ last close before the announcement; 41.1% to the one-month VWAP
• A$30 million in targeted annual run-rate cost synergies by the end of Year 2 of ownership
• 6.1x EV / LTM June 2026 pro forma EBITDA including the full synergy run-rate, against BetMakers’ unaudited A$14.0 million LTM EBITDA
• A$2.83 million break fee payable by either side in specified circumstances
• ~1.9x pro forma leverage for Tabcorp post-deal, against its stated target of below 2.5x through the cycle

Tabcorp expects the transaction to turn EPS-accretive from Year 2 and to deliver double-digit EPS accretion from Year 3. The cash component will be funded from existing cash and undrawn debt facilities, and the deal carries no financing condition, a point BetMakers’ board cited in its recommendation, alongside the fact that the scheme needs no Tabcorp shareholder approval and involves no further due diligence.

How the scheme gets from signing to completion

The acquisition is structured as a scheme of arrangement under Australian corporations law: a court-supervised process in which BetMakers shareholders vote on the transaction rather than selling into a conventional takeover offer. Shareholders electing to take scrip can choose to receive 25%, 50%, 75% or 100% of their consideration in new Tabcorp shares, priced at the higher of A$1.00 per share or Tabcorp’s five-day VWAP before the scheme record date; if elections exceed the 25% aggregate cap, they are scaled back pro rata. At the A$1.00 floor, a maximum of 70.7 million new Tabcorp shares (3.1% of shares on issue) would be issued.

Completion is conditional on BetMakers shareholder approval at a scheme meeting, court approval, clearance from the Australian Competition and Consumer Commission under Australia’s mandatory merger control regime, and consents from gaming and racing regulators in the jurisdictions where BetMakers operates. An independent expert must also conclude the scheme is in shareholders’ best interests, and the board’s recommendation holds only in the absence of a superior proposal — with Tabcorp holding a five-business-day matching right over any competing bid.

A scheme booklet containing the independent expert’s report is expected to reach BetMakers shareholders in late 2026, with the scheme meeting targeted for December 2026 and completion during the third quarter of Tabcorp’s 2027 financial year.