Ainsworth Faces Delisting Risk as Novomatic Seeks Full Control with Cash Offer

• Unconditional A$1.00 cash offer for all Ainsworth shares
• 35% premium to pre-scheme announcement trading price
• Independent Board Committee unanimously recommends acceptance
• Novomatic holds 52.9% stake, aims for compulsory acquisition and delisting
• Offer fully funded via committed revolving credit facilities

Background to the Offer

On 20 August 2025, Novomatic AG, a major player in the global gaming technology sector, announced an unconditional cash takeover bid for all remaining shares in Ainsworth Game Technology Limited (ASX – AGI). The offer price is set at A$1.00 per share, which represents a significant 35% premium over the last trading price before the scheme announcement in April 2025. Novomatic currently owns 52.9% of Ainsworth and is seeking to acquire full ownership.

This bid runs in parallel with a previously announced scheme of arrangement, providing shareholders with a choice between the two acquisition routes. The Independent Board Committee of Ainsworth has unanimously recommended shareholders accept the offer, subject to the Independent Expert's ongoing fairness opinion and the absence of any superior proposal.

Offer Details and Strategic Implications

The offer is unconditional and will not be increased, providing certainty and immediate liquidity to shareholders amid a period of share price underperformance and limited trading volumes. Novomatic values Ainsworth at approximately A$336.8 million on a fully diluted basis, reflecting an acquisition multiple of about 7.0 times Ainsworth's FY24 EBITDA.

Novomatic’s strategy post-acquisition includes a comprehensive strategic review of Ainsworth’s operations, assets, and capital structure. The company signals potential board changes, including appointing a Novomatic representative as a fifth director, and aims to maintain employment levels while exploring synergies and growth opportunities in key markets such as Australia and the United States.

Funding and Regulatory Considerations

The offer is fully funded through a committed revolving loan facility with several major European banks, ensuring Novomatic’s ability to meet its payment obligations. Regulatory approval under Australia’s Foreign Investment Review Board has been secured, and no other regulatory hurdles are anticipated.

Should Novomatic acquire 90% or more of Ainsworth shares, it intends to compulsorily acquire the remaining shares and delist Ainsworth from the ASX, further consolidating control. If the threshold of 75% is reached but not 90%, Novomatic plans to seek delisting subject to shareholder approval.

Shareholder Considerations and Risks

Shareholders face a choice between accepting the immediate cash offer or participating in the scheme of arrangement, which includes a potential fully franked dividend. Accepting the offer removes exposure to risks associated with minority shareholding in a potentially delisted entity and uncertain future market conditions. However, shareholders should consider tax implications and consult professional advisers.

Novomatic’s offer is positioned as a compelling exit opportunity, especially given Ainsworth’s share price decline over the past three years and the limited likelihood of competing bids due to Novomatic’s controlling stake.

Bottom Line?

As Novomatic pushes for full ownership, shareholders must weigh immediate certainty against the evolving future of Ainsworth’s market presence and governance.

Questions in the middle?

• Will minority shareholders accept the offer or back the scheme of arrangement?
• How will Novomatic’s strategic review reshape Ainsworth’s operations and workforce?
• Could regulatory or market developments prompt a competing bid or alter the takeover dynamics?