Why Did Ainsworth Cancel Its Scheme Meeting and What’s Next for Shareholders?
Ainsworth Game Technology has formally cancelled its planned Scheme Meeting following the termination of its scheme transaction with Novomatic AG, while the Independent Board Committee continues to recommend acceptance of Novomatic’s $1 per share takeover bid.
- Scheme Meeting cancelled by Supreme Court of NSW
- Termination of scheme transaction with Novomatic AG
- Independent Board Committee unanimously recommends acceptance of $1 takeover bid
- Target’s Statement with Independent Expert’s Report expected in September
- Shareholders advised to await further information before acting
Scheme Meeting Cancellation and Transaction Update
Ainsworth Game Technology Limited has announced the formal cancellation of its Scheme Meeting originally scheduled for 29 August 2025. This development follows the recent termination of the proposed scheme transaction with Novomatic AG, which had aimed to acquire all outstanding shares in Ainsworth through a scheme of arrangement.
The cancellation was ordered by the Supreme Court of New South Wales, effectively ending the formal process for the scheme. This move comes after Novomatic shifted its approach to an unconditional off-market takeover bid, offering $1.00 cash per share for all remaining shares it does not already own.
Independent Board Committee’s Position
The Independent Board Committee (IBC) of Ainsworth has maintained its unanimous recommendation that shareholders, excluding Novomatic, accept the takeover bid. This endorsement is contingent on the independent expert’s forthcoming opinion confirming that the offer is either fair and reasonable or not fair but still reasonable, and provided no superior proposal emerges.
The IBC’s stance reflects a pragmatic approach to the evolving takeover landscape, signalling confidence in Novomatic’s bid as the most viable path forward for shareholders at this stage. The committee also disclosed relevant shareholdings held by its members, ensuring transparency in their recommendations.
Next Steps for Shareholders
Ainsworth expects to distribute its Target’s Statement, including the independent expert’s report, to shareholders around September 2025. This document will provide detailed analysis and guidance on the merits of the takeover bid. Until then, shareholders are advised to refrain from taking any action regarding the offer.
The unfolding situation underscores the importance of careful consideration and due diligence by investors, as the independent expert’s assessment will be pivotal in shaping shareholder decisions. Meanwhile, the market will be watching closely for any competing bids or changes in the takeover dynamics.
Bottom Line?
With the scheme off the table, all eyes now turn to the independent expert’s verdict and whether a superior offer will emerge.
Questions in the middle?
- Will the independent expert deem Novomatic’s $1 bid fair and reasonable?
- Could a rival bidder present a superior proposal to Ainsworth shareholders?
- How will the market react once the Target’s Statement is released in September?
