GUMPOLDSKIRCHEN, AUSTRIA – Novomatic AG Group has launched an unconditional cash takeover bid for Ainsworth Game Technology Limited, offering A$1.00 per share for all shares it does not already own. The European gaming technology company currently holds 52.9% of Ainsworth.
The new offer will run alongside Novomatic’s existing Scheme of Arrangement proposal at the same price per share. By making the takeover offer unconditional, Novomatic will be able to purchase Ainsworth shares on-market at or below A$1.00.
Ainsworth’s Independent Board Committee has extended its unanimous recommendation of the Scheme Offer to the takeover bid, in the absence of a superior proposal and subject to the Independent Expert maintaining its conclusion that the offer is fair and reasonable or not fair but reasonable. Both offers represent a 35% premium to Ainsworth’s closing share price prior to the initial announcement and fall within the Independent Expert’s valuation range.
The takeover offer provides A$1.00 per share in cash. Under the Scheme Offer, shareholders may also receive fully franked dividends at the discretion of the Ainsworth Board. A dividend of A$0.19 per share would reduce the cash component to A$0.81, with eligible shareholders able to realise additional value through franking credits. The franking benefit is not available under the unconditional takeover offer.
If the Scheme of Arrangement is approved and Novomatic reaches at least 75% ownership, the company intends to seek a delisting of Ainsworth from the Australian Securities Exchange. If the Scheme is not approved, Novomatic has said it will take a more active role in Ainsworth, which could include adding another representative to the board and conducting a review of the company’s operations, capital management and structure.
In a statement, Novomatic executive board member Stefan Krenn said the offer “provides liquidity to all Ainsworth shareholders and ensures each shareholder can make their own decision, independent of the outcome of the Scheme meeting.” He added that the proposed acquisition supports Novomatic’s strategy of expanding its presence in the Asia-Pacific and United States markets.
Ainsworth shareholders are scheduled to vote on the Scheme of Arrangement on August 29, 2025, although the company may seek a postponement in light of the takeover offer.
