Ainsworth Terminates Scheme, Endorses Novomatic’s $1 Per Share Takeover Offer

Scheme Termination Signals Shareholder Hesitation

Ainsworth Game Technology has officially called off its previously announced scheme of arrangement with Novomatic AG after the Independent Board Committee (IBC) assessed proxy forms and concluded that the necessary shareholder approval is unlikely to be achieved. This move comes just days before the scheduled scheme meeting, which Ainsworth now intends to cancel through a court application.

The scheme, announced in April 2025, would have allowed Novomatic to acquire all outstanding shares in Ainsworth by way of a court-approved arrangement. However, the failure to secure sufficient shareholder backing has led both parties to mutually agree on terminating the scheme implementation deed related to this transaction.

Novomatic’s Takeover Bid Remains on the Table

Despite the scheme’s collapse, Novomatic’s unconditional off-market takeover bid at $1.00 per share remains fully intact. The IBC continues to recommend that shareholders, excluding Novomatic, accept this bid. Their endorsement is contingent on the forthcoming independent expert’s opinion deeming the offer fair and reasonable, or at least not unfair but reasonable, and the absence of any superior proposals.

Ainsworth plans to issue its Target’s Statement around September 2025, which will include the independent expert’s report. Shareholders are advised to withhold any action regarding the takeover bid until they receive this comprehensive document.

Implications for Shareholders and Market Dynamics

The termination of the scheme but continuation of the takeover bid creates a nuanced scenario for shareholders. While the scheme required a high threshold of approval and court sanction, the takeover bid offers a more straightforward path to acquisition, albeit at the same price point. The IBC’s unanimous recommendation signals confidence in the bid’s value proposition despite the scheme’s failure.

Market watchers will be keen to see how shareholders respond once the Target’s Statement is released, especially in the absence of competing offers. The outcome will shape Ainsworth’s ownership structure and potentially influence the broader gaming technology sector’s consolidation trends.