Ainsworth Takeover Faces Uncertainty After Scheme Termination
Novomatic AG has terminated its proposed scheme for acquiring Ainsworth Game Technology but continues its unconditional $1.00 per share cash offer, which retains unanimous board support.
- Novomatic ends scheme implementation deed for Ainsworth takeover
- Unconditional $1.00 per share cash offer remains open
- Ainsworth's Independent Board Committee unanimously recommends acceptance
- Offer subject to Independent Expert's fairness assessment and no superior proposal
- Shareholders urged to consider offer amid liquidity concerns
Background to the Takeover Bid
Novomatic AG, the Austrian gaming technology giant, has taken a decisive step in its pursuit of Ainsworth Game Technology Limited (ASX – AGI). After initially proposing a dual-track approach involving both a scheme of arrangement and an off-market takeover offer, Novomatic has now formally terminated the scheme component. This move simplifies the acquisition process, leaving only the unconditional cash offer on the table.
Scheme Termination and Offer Continuation
The termination of the scheme was mutually agreed upon by the parties on 26 August 2025, with Novomatic and Ainsworth committing to cease all scheme-related actions, including seeking court approvals. Despite this, the Transaction Implementation Deed remains active concerning the takeover offer, which continues to offer Ainsworth shareholders a fixed price of $1.00 per share in cash.
Board Endorsement and Shareholder Guidance
Importantly, Ainsworth's Independent Board Committee continues to unanimously recommend shareholders accept Novomatic's offer. This endorsement is contingent on the Independent Expert's ongoing conclusion that the offer is either fair and reasonable or, at minimum, not fair but reasonable. The committee also notes the absence of any superior proposal, reinforcing the current offer as the best available option for shareholders.
Implications for Shareholders
Novomatic highlights the offer's simplicity and certainty, particularly appealing to shareholders concerned about the liquidity and recent performance of Ainsworth shares. The unconditional nature of the offer allows shareholders of all sizes to make independent decisions without the complexities that a scheme might have introduced. The offer period details remain to be announced, but shareholders are encouraged to seek professional advice promptly.
Looking Ahead
While the termination of the scheme removes one layer of complexity, the outcome still hinges on the Independent Expert's final assessment and whether any competing bids emerge. Novomatic's firm stance on the $1.00 offer price signals confidence in the valuation, but shareholders and market watchers will be keenly awaiting further developments as the offer period unfolds.
Bottom Line?
With the scheme off the table, Novomatic’s straightforward cash offer now takes centre stage in Ainsworth’s takeover saga.
Questions in the middle?
- When will the Independent Expert deliver their final fairness opinion?
- Could a superior proposal still emerge to challenge Novomatic’s offer?
- How will Ainsworth shareholders respond to the unconditional $1.00 cash offer?
