AGI Shareholders Face Delisting Risk as Novomatic Seeks Full Control

Novomatic’s Bold Move to Acquire AGI

Novomatic AG, a global leader in gaming technology headquartered in Austria, has made a decisive move to acquire full control of Ainsworth Game Technology Limited (AGI) through an unconditional off-market takeover offer. The bid, priced at A$1.00 per AGI share, represents a substantial 35% premium over the undisturbed trading price of AGI shares prior to the offer announcement.

This cash offer, which replaces a previously terminated scheme implementation deed, is designed to provide AGI shareholders with immediate liquidity at an attractive premium, addressing the long-standing underperformance and limited trading liquidity of AGI shares on the ASX. Novomatic currently owns 59.7% of AGI and aims to increase its stake to at least 90%, enabling compulsory acquisition of remaining shares and subsequent delisting of AGI from the ASX.

Strong Endorsement from AGI’s Independent Board Committee

The Independent Board Committee of AGI has unanimously recommended that shareholders accept Novomatic’s offer, subject to the Independent Expert’s ongoing conclusion that the offer is fair and reasonable, or fair but not reasonable, and provided no superior proposal emerges. This endorsement underscores the board’s view that the offer delivers certainty and value to shareholders amid a challenging market environment for AGI.

Novomatic’s offer is unconditional, meaning it is not subject to any defeating conditions, and the offer period runs from 3 September to 3 November 2025, with the possibility of extension. Shareholders holding shares in CHESS will generally incur no brokerage fees when accepting the offer, enhancing the appeal of the cash consideration.

Strategic Intentions and Future Outlook

Post-acquisition, Novomatic plans to conduct a comprehensive strategic review of AGI’s operations, assets, and capital structure. While Novomatic currently does not intend to make major changes to AGI’s business or employment levels, it signals a more active management approach, including potential board representation and operational enhancements to drive growth and efficiency.

The offer is fully funded through committed revolving credit facilities with several major European banks, ensuring Novomatic’s capacity to complete the acquisition without financing uncertainty. The transaction also includes detailed provisions addressing tax implications for shareholders, including foreign resident withholding considerations.

Market and Regulatory Implications

Novomatic’s bid is likely to reshape the ownership landscape of AGI, consolidating control and potentially removing the company from public markets. This move may reduce liquidity for remaining minority shareholders who choose not to accept the offer, highlighting the importance of shareholder decision-making during the offer period.

Regulatory approvals, including foreign investment review board clearance, have been secured, and Novomatic has committed to comply with all relevant legal and regulatory requirements. The takeover bid replaces the previously announced scheme, reflecting a strategic pivot to a more straightforward cash offer structure.