Novomatic's Ainsworth Takeover Still Possible Amid Deal Changes
Ainsworth Game Technology (AGT) announced on Tuesday that it has terminated a scheme implementation deed with Novomatic AG. The deal was originally proposed in April and aimed to consolidate Novomatic's ownership of the Australian slot manufacturer.
LISTEN TO THIS ARTICLE:The arrangement would have enabled the Austrian gaming equipment supplier to acquire the shares it does not already hold in Ainsworth. Despite this decision, a separate takeover bid remains active, keeping the possibility of a full acquisition on the table.
Related: Novomatic Renews Efforts to Acquire Australian Slots Supplier AGTAccording to Ainsworth's filing with the Australian Securities Exchange, Novomatic's off-market bid of AUD1.00 per share (US$0.645) continues in effect. This offer applies to the remaining shares that Novomatic does not already control. At present, Novomatic and its founder, Johann Graf, collectively own 52.9% of Ainsworth's issued shares, giving the Austrian group a controlling interest.
The scheme's termination was linked to conditions that were not expected to be met. Ainsworth explained that for the scheme to proceed, certain conditions precedent needed to be satisfied or waived.
One of the key requirements was the approval of Ainsworth shareholders by the necessary majorities in line with the Australian Corporations Act. After reviewing proxy forms submitted ahead of the scheduled shareholder vote, Ainsworth's independent board committee concluded that it was unlikely the approval threshold would be reached.
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Acquisition Still Possible, but Uncertain
The company emphasized that both parties were obligated to consult in good faith if circumstances arose that prevented a condition from being fulfilled. Given the immediate need to either postpone or cancel the scheme meeting scheduled for August 29, Ainsworth and Novomatic jointly agreed to waive the required consultation period and formally end the scheme implementation deed. This termination was carried out under the relevant provisions of the deed and took effect immediately.
Although the scheme is no longer under consideration, the implementation deed still applies in relation to the existing takeover bid. Ainsworth confirmed that the independent board committee continues to recommend shareholders, excluding Novomatic, accept the offer, provided that the independent expert concludes the bid is fair and reasonable or at least not fair but reasonable for shareholders.
Ainsworth also announced plans to circulate a target statement to shareholders in September. This document will include an independent expert's assessment of the Novomatic takeover bid, offering investors a detailed analysis of the proposal's value and implications. Such reports are designed to provide shareholders with independent guidance when evaluating significant corporate transactions.
Novomatic had previously stated that its AUD1.00 per share bid was final and unconditional. The group stressed that the offer would not be raised, setting clear parameters for Ainsworth shareholders considering the proposal. The Austrian company has also signaled its intention to take a more active role in Ainsworth's operations, given the importance of its existing majority stake. Novomatic said this approach aims to create greater alignment between decision-making and its long-term investment goals.
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