Mixi (TYO:2121) signed a bid implementation deed with PointsBet Holdings (ASX:PBH) that enables a full off-market takeover if its initial scheme-based acquisition plan fails to gain shareholder approval, according to a Monday filing on the Tokyo Stock Exchange.

Mixi aims to acquire all 331.7 million shares in PointsBet at AU$1.2 each, valuing the deal at up to AU$398 million (39.8 billion yen). The Japanese company plans to execute the bid through its wholly owned subsidiary, Mixi Australia Pty Ltd.

While Mixi is still pursuing the acquisition via a scheme of arrangement, the deed ensures an alternative path in case shareholders reject the scheme during a vote scheduled for June 25.

If triggered, PointsBet's board has agreed to accept and recommend Mixi's offer under the takeover structure. The offer becomes effective once Mixi secures acceptances for more than 50.1% of voting shares.