Tabcorp strikes $267 million deal to acquire wagering tech provider BetMakers
Tabcorp Holdings (ASX: TAH) has entered into a binding Scheme Implementation Deed to acquire 100% of BetMakers Technology Group (ASX: BET) by way of scheme of arrangement.
The offer of $0.24 per share implies an enterprise value of approximately $267 million and an equity value of around $283 million on a fully diluted basis. The transaction has been unanimously recommended by the BetMakers Board, absent a superior proposal and subject to an independent expert concluding it is in the best interests of shareholders.
Tabcorp is targeting implementation during 3Q FY27, subject to conditions. Management framed the deal as an accelerator for a strategic transformation the company is already midway through delivering.
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Inside the deal: what Tabcorp is paying and how
Under the Scheme Implementation Deed, Tabcorp proposes to acquire all ordinary shares in BetMakers for cash consideration of $0.24 per share via a scheme of arrangement under Part 5.1 of the Corporations Act 2001 (Cth).
The offer represents a premium of approximately 41% to BetMakers’ 1-month volume weighted average price (VWAP), 42% to its 3-month VWAP and 37% to its 6-month VWAP.
BetMakers shareholders may elect to receive a portion of their consideration in Tabcorp shares in lieu of cash. Eligible holders can nominate 25%, 50%, 75% or 100% scrip, subject to an aggregate cap such that no more than 25% of total Transaction consideration is satisfied in Tabcorp scrip. Where elections exceed the cap, they will be scaled back on a pro rata basis.
New Tabcorp shares issued as scrip will be priced at the greater of $1.00 per share, a 12% premium to Tabcorp’s last close on 7 August 2026, and Tabcorp’s 5-day VWAP prior to the record date. The maximum number of Tabcorp shares that could be issued is 70.7 million, or 3.1% of Tabcorp shares on issue.
On a valuation basis, the offer equates to 6.1x EV / LTM Jun-26 pro forma EBITDA including the full run-rate cost synergies, based on BetMakers’ reported last-12-months EBITDA of $14.0 million (unaudited).
| Metric | Detail |
|---|---|
| Price per share | $0.24 cash |
| Enterprise value | ~$267 million |
| Equity value | ~$283 million (fully diluted) |
| EV/EBITDA multiple | 6.1x (incl. full run-rate synergies) |
| Premium to 1-month VWAP | ~41% |
| Scrip cap | 25% of total consideration |
| Break fee | $2.83m each way |
Why Tabcorp wants BetMakers: three strategic pillars
Tabcorp positioned the acquisition as accelerating the delivery of its existing strategy across three fundamental pillars:
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Accelerates technology modernisation — modernising Tabcorp’s wagering technology stack by leveraging the successful tech transformation BetMakers has undertaken over the past two years.
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Establishes a global B2B growth engine — delivering greater scale, diversification and growth potential to Tabcorp’s existing international business, and creating a full suite of products and services for operators and partners.
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Greater speed and efficiency — providing increased capability with proven digital transformation experience and a more efficient operating model.
Tabcorp MD & CEO Gillon McLachlan
“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. Accessing those advantages will uplift our own tech capability and fast track our product ambitions, particularly for our unique media and tote offering. Combining BetMakers’ business with our rights, content and customer relationships creates a differentiated offering that will unlock growth and deliver attractive financial returns.”
BetMakers Chief Executive Officer Jake Henson pointed to a “common purpose” between the two companies to build a “market-leading global wagering and media business,” bringing together Tabcorp’s rights, content and relationships with BetMakers’ platforms, data and B2B wagering services.
The numbers that matter for shareholders
The transaction is expected to deliver a series of financial outcomes for Tabcorp shareholders, anchored by a significant synergy target.
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Cost synergies: Tabcorp is targeting a run-rate of $30 million in net operating cost synergies before tax by the end of Year 2 of ownership.
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Synergy drivers: rationalisation of data centres, corporate applications and technology contracts; simplification of product-development workflow through adoption of BetMakers’ product suite; and efficiencies across corporate and support functions.
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Revenue growth opportunities: incremental revenue potential within Tabcorp’s existing media and tote assets, additional to the cost synergy estimate.
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Earnings accretion: expected to be EPS accretive from Year 2 and double-digit EPS accretive from Year 3.
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Balance sheet: pro forma leverage of approximately 1.9x as at Dec-25 (excluding synergies), well below Tabcorp’s target range of less than 2.5x through the cycle.
Tabcorp’s $980m syndicated loan extension, completed in June 2026, pushed the nearest major debt maturity beyond 2029 and lifted average debt maturity to 4.4 years, giving management the structural flexibility to fund this acquisition without pressing near-term refinancing obligations.
- Funding: the cash component will be funded from Tabcorp’s existing cash and/or undrawn debt facilities.
Understanding B2B wagering technology
BetMakers is an ASX-listed technology company that develops and supplies B2B wagering infrastructure, data and analytics products, racing content and pari-mutuel (tote) technology. Listed on the ASX in 2015, the company today serves racing and wagering operators across digital and retail verticals in global regulated markets including Australia, Asia, Europe, the United Kingdom and the Americas.
The business operates through two segments:
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Global Betting Services (approximately 40% of FY25 revenue) — technology for bookmakers covering odds creation, bet processing and risk management, alongside digital content solutions for racing bodies and media, powered by next-generation platform Apollo.
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Global Tote (approximately 60% of FY25 revenue) — tote hosting, international tote pooling and commingling software, and retail betting hardware and software, powered by GTX.
This technology base explains why the anticipated tech uplift sits at the centre of the accretion case, providing modern platforms Tabcorp expects to adopt in place of existing systems.
What happens next
Completion of the transaction remains subject to several conditions before the targeted implementation date.
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Approvals from BetMakers shareholders and the court.
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Clearance from the ACCC under Australia’s mandatory merger control regime.
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Consents from gaming and racing authorities in jurisdictions where BetMakers operates, and no “Material Adverse Change” in relation to BetMakers.
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A scheme booklet, containing the independent expert’s report, is expected to be dispatched to BetMakers shareholders in late CY26.
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Targeted implementation during 3Q FY27, subject to satisfaction of conditions precedent.
With Tabcorp describing itself as midway through its strategic transformation, the company has framed the acquisition as an accelerator of ambitions already underway rather than a change in direction.
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