Why Ainsworth Shareholders Are Eyeing Novomatic’s $1.00 Cash Scheme This August
Ainsworth Game Technology shareholders will vote on a scheme of arrangement for acquisition by Novomatic AG, offering $1.00 cash per share including a potential fully franked dividend. The deal, valued at a 35% premium, awaits court approval in September.
- Scheme offers $1.00 cash per share including $0.19 fully franked dividend
- Novomatic currently owns 52.9% of Ainsworth shares
- Independent Board Committee unanimously recommends scheme
- Independent Expert concludes scheme is fair, reasonable, and in shareholders’ best interests
- Scheme meeting scheduled for 29 August 2025 with court approval expected 4 September
Background and Offer Details
Ainsworth Game Technology Limited (ASX, AGI) is moving closer to a full acquisition by Novomatic AG, the Austrian gaming giant that already holds a majority 52.9% stake in the company. The proposed transaction is structured as a scheme of arrangement, offering remaining shareholders a total cash value of $1.00 per share. This includes $0.81 cash consideration plus a potential fully franked dividend of $0.19 per share, subject to final board and Australian Taxation Office approvals.
The offer represents a significant 35% premium to Ainsworth’s closing share price before the deal was announced in April 2025, valuing the company at approximately $336.8 million enterprise value on a fully diluted basis. The scheme meeting is scheduled for 29 August 2025, with court approval expected shortly thereafter on 4 September.
Board and Expert Endorsements
The Independent Board Committee, comprising Ainsworth’s independent non-executive directors, has unanimously recommended that shareholders vote in favor of the scheme. Their endorsement is contingent on the Independent Expert continuing to affirm that the scheme is in shareholders’ best interests and no superior proposal emerging.
Lonergan Edwards & Associates Limited, the appointed Independent Expert, has concluded that the scheme is fair and reasonable. Their detailed report values Ainsworth shares on a 100% controlling interest basis between $0.93 and $1.07 per share, placing the $1.00 offer comfortably within this range. The expert also notes the premium is consistent with typical control premiums paid in comparable transactions.
Strategic and Market Context
Ainsworth operates in a highly competitive global gaming market, with significant exposure to North America, Latin America, and Asia Pacific. The company’s product portfolio includes electronic gaming machines, software, and online gaming content. Despite recent challenges such as regulatory changes and economic headwinds in Latin America, the board believes the offer provides certainty of value amid an evolving industry landscape.
Novomatic’s acquisition aligns with its strategy to expand its global footprint, particularly in Australia and the United States. Post-acquisition, Ainsworth will be delisted from the ASX and become a wholly owned subsidiary of Novomatic. Novomatic has indicated it intends to maintain Ainsworth’s current business operations and workforce, subject to a strategic review after completion.
Risks and Considerations for Shareholders
Shareholders should weigh the benefits of immediate liquidity and a premium price against the loss of future upside potential. The scheme is subject to several conditions precedent, including shareholder and court approvals, and the possibility of competing proposals, although the board considers a superior offer unlikely given Novomatic’s majority stake and existing agreements.
Tax implications, particularly relating to the fully franked dividend, vary depending on individual circumstances, and shareholders are advised to seek professional advice. The Independent Board Committee and expert report provide comprehensive guidance on these matters.
Next Steps for Shareholders
Shareholders eligible to vote are encouraged to participate in the scheme meeting on 29 August 2025 at Bankstown Sports Club in Sydney or to lodge proxies by 27 August. The outcome will determine whether the scheme proceeds to court approval and eventual implementation, expected by late September.
Bottom Line?
As Ainsworth shareholders prepare to vote, the market awaits whether Novomatic’s all-cash offer will reshape the company’s future or if alternative bids might emerge.
Questions in the middle?
- Will the Independent Board Committee decide to pay the fully franked $0.19 dividend before the scheme implementation?
- Could a competing superior proposal realistically emerge despite Novomatic’s majority stake and exclusivity provisions?
- How will the evolving regulatory environment and market competition impact Ainsworth’s valuation post-acquisition?