Novomatic is looking to wrap up its acquisition of Ainsworth by offering shareholders an alternative to the proposed scheme of arrangement.
On Wednesday, Novomatic’s board of directors announced an unconditional ‘best and final’ cash takeover offer for Ainsworth Game Technology, with the takeover offer running in parallel with Novomatic’s previously announced scheme of arrangement.
The unconditional cash takeover offer of A$1.00 per Ainsworth share represents the same value as the scheme of arrangement announced in April, and is meant to give “choice and certainty for Ainsworth shareholders who are concerned about future liquidity and the performance of Ainsworth shares”.
The scheme of arrangement, which is currently scheduled to be put to a vote of Ainsworth shareholders on 29 August, poses the risk of reduced liquidity in AGT shares and could potentially leave remaining shareholders with shares in an unlisted entity.
As a result of today’s unconditional cash takeover offer, Novomatic expects Ainsworth to apply to court to postpone the scheme meeting.
Novomatic is the largest shareholder in Ainsworth with a stake of 52.9 per cent and intends to delist the company, if it can achieve a shareholding of over 75 per cent.
“Novomatic’ unconditional takeover offer provides instant liquidity to all Ainsworth shareholders and ensures every Ainsworth shareholder is able to make their own decision in relation to the offer, regardless of the outcome of the Scheme meeting,” said Stefan Krenn, member of the executive board of Novomatic AG Group.
“We note that a small number of shareholders including members of the Ainsworth family, have indicated they will not support the Scheme of Arrangement. This decision, if implemented, may block the Scheme and would eliminate the opportunity for Ainsworth retail shareholders to participate in the Scheme. By providing the option to sell into a takeover offer, Novomatic has put the decision-making process back into the hands of individual shareholders, regardless of the size of their holding.
“Given the significance of our stake in Ainsworth, Novomatic intends to take a more active approach to its investment, creating greater alignment between the decision-making process and the overall investment,” Krenn added.
“The acquisition of Ainsworth is consistent with our international growth strategy and the expansion of our presence across the Asia-Pacific and the US region.”
If Novomatic is unsuccessful in its bid to acquire at least 75 per cent ownership, the company plans to increase its representation on the Ainsworth board of directors with the addition of a fifth director.
Novomatic will also seek a strategic review of Ainsworth’s business, including its dividend and cash retention policy, assets, operations, structure, employees, future capital requirements and funding mix.
The A$1.00 per AGT share cash takeover offer from Novomatic represents a premium of 35 per cent on the closing price of Ainsworth’s shares prior to the April announcement and is said to be in line with the valuation range of an independent expert.
Shares in Ainsworth Game Technology Ltd. (ASX:AGI) closed 2.50 per cent higher at A$1.02 per share in Sydney Wednesday following the release of the company’s financial results for H1 2025.