FBG Enterprises Opco, LLC entered into a stock and equity sale agreement to acquire PointsBet USA Inc. from PointsBet Holdings Limited (ASX:PBH) for $150 million on May 14, 2023. As for consideration the purchase price is $150 million on a cash free, debt free basis Transaction is subject to a number of conditions including regulatory approvals and PointsBet shareholders to vote on the Proposed Transaction at a Shareholder Meeting expected to be held in late June 2023. The PointsBet Board unanimously recommends that shareholders vote in favor of the Proposed Transaction at the Shareholder Meeting, in the absence of a Superior Proposal. Following completion of the sale of the US Business, the Company intends to distribute to shareholders the net sale proceeds (after applicable taxes and transaction costs) together with the majority of the Company's current corporate cash reserves that will be surplus to the needs of the remaining business. PointsBet must pay a fee of $1.5 million if FBG Enterprises Opco, LLC terminates the Sale Agreement because PointsBet's board or any board member fails to make or changes its recommendation that PointsBet's shareholders approve the Proposed Transaction.

Moelis & Company LLC and Flagstaff Partners Pty Ltd acted as financial advisors to PointsBet Holdings Limited. Jenner & Block LLP, Baker & McKenzie and Orrick, Herrington & Sutcliffe LLP acted as legal advisors to PointsBet Holdings Limited. Randi Mason, Jessica Lipson, Isaac Grossman, Jeff Laska, Jeff Englander, and Seth Segan of Morrison Cohen LLP acted as legal advisor to FBG Enterprises.