Novomatic AG has launched an unconditional $1.00 per share cash offer to acquire all remaining shares of Ainsworth Game Technology Limited, representing a 35% premium to pre-announcement trading prices. The offer runs alongside a terminated scheme of arrangement and comes with unanimous board backing.
- Unconditional $1.00 per share cash offer by Novomatic AG
- 35% premium to AGI’s last trading price before scheme announcement
- Independent Board Committee unanimously recommends acceptance
- Novomatic holds approximately 53% of AGI shares and aims for full ownership
- Potential compulsory acquisition and ASX delisting post-offer
Background and Offer Details
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), an Australian gaming technology company. On 3 September 2025, Novomatic lodged a replacement bidder’s statement announcing an unconditional cash offer of $1.00 per AGI share. This offer represents a significant 35% premium over the last trading price of AGI shares before the initial scheme announcement on 28 April 2025.
The offer period is set to run from 3 September to 3 November 2025, subject to extension. Novomatic currently holds a 52.9% to 53.7% stake in AGI and aims to acquire the remaining shares through this takeover bid. The offer is unconditional, meaning it is not subject to any defeating conditions, providing shareholders with certainty and immediate liquidity.
Board Support and Shareholder Choice
The Independent Board Committee of AGI, composed of independent non-executive directors, has unanimously recommended that shareholders accept the offer, subject to the ongoing opinion of an independent expert and the absence of any superior proposal. This endorsement is notable given the complex backdrop of a previously proposed scheme of arrangement, which has since been terminated by mutual agreement between Novomatic and AGI.
Novomatic’s offer runs in parallel with the now-terminated scheme, providing shareholders with a clear choice, accept the immediate cash offer or participate in the scheme process, which has been postponed and is unlikely to proceed. The offer’s unconditional nature and premium pricing are designed to appeal especially to minority shareholders concerned about liquidity and the future performance of AGI shares.
Strategic Intentions and Future Plans
Post-acquisition, Novomatic intends to conduct a comprehensive strategic review of AGI’s operations, assets, and capital structure. This review may lead to changes in dividend policy, operational adjustments, and potential board reconstitution, including increased Novomatic representation. Novomatic has signaled its intention to seek delisting of AGI from the ASX if it acquires 75% or more of the shares, which would reduce liquidity for any remaining minority shareholders.
Novomatic’s acquisition strategy is supported by committed funding through a revolving loan facility with major European banks and cash reserves, ensuring the offer’s financial viability. The company’s global footprint and focus on expanding its presence in Australia and the United States underpin its long-term growth ambitions.
Implications for Shareholders and Market
For AGI shareholders, the offer represents an opportunity to realise a premium cash exit amid a period of share price underperformance relative to the ASX200 index over the past three years. The offer eliminates uncertainties related to future market conditions and potential minority shareholder risks, including exposure to corporate changes and a possible delisting scenario.
Shareholders who do not accept the offer risk holding shares in a potentially unlisted entity with limited liquidity. Novomatic also retains the right to compulsorily acquire remaining shares if it reaches the 90% ownership threshold, further consolidating control.
Next Steps and Considerations
AGI shareholders are encouraged to carefully review the bidder’s statement and consult their financial or legal advisors. Acceptance instructions vary depending on whether shares are held in CHESS or issuer-sponsored holdings, with no brokerage fees for most shareholders accepting the offer. Novomatic’s offer period and potential extensions will be closely watched by the market, alongside any developments regarding competing bids or regulatory approvals.
Bottom Line?
As Novomatic pushes to consolidate ownership of AGI, shareholders face a pivotal decision between immediate cash certainty and the risks of minority status in a potentially delisted company.
Questions in the middle?
- Will any competing bids emerge to challenge Novomatic’s offer?
- How will Novomatic’s strategic review reshape AGI’s operations and dividend policy?
- What timeline will Novomatic follow for compulsory acquisition and ASX delisting?