Novomatic’s $1.00 Offer Values Ainsworth at $344.7 Million with 35% Premium

• Unconditional $1.00 cash takeover offer by Novomatic AG
• Independent Board Committee unanimously recommends acceptance
• Independent Expert concludes offer is fair and reasonable
• Offer represents 35% premium to last undisturbed trading price
• Potential delisting if Novomatic acquires 75% or more of shares

Background and Offer Details

Ainsworth Game Technology Limited (ASX, AGI), a global player in electronic gaming machines and related services, is currently subject to an unconditional off-market takeover bid by Novomatic AG, a major international gaming technology producer. Novomatic, which already holds approximately 59.8% of Ainsworth’s shares, has offered $1.00 cash per share for the remaining ordinary shares it does not own.

The offer, which is unconditional and final, values Ainsworth at an enterprise value of approximately $344.7 million and represents a 35% premium to the last undisturbed trading price of $0.74 per share. This equates to an acquisition multiple of about 7.2 times Ainsworth’s FY24 EBITDA, a figure that compares favourably with precedent transactions in the gaming supplier sector.

Board and Expert Endorsement

The Independent Board Committee, comprising Ainsworth’s independent non-executive directors, has unanimously recommended that shareholders accept the offer. This recommendation is contingent on the independent expert continuing to conclude that the offer is fair and reasonable or, if not fair, still reasonable, and that no superior proposal emerges.

Lonergan Edwards & Associates Limited, the independent expert engaged to assess the offer, has concluded that the $1.00 per share offer is fair and reasonable to Ainsworth shareholders in the absence of a superior proposal. Their valuation places Ainsworth’s underlying value between $0.93 and $1.07 per share, placing the offer comfortably within this range.

Strategic Considerations and Risks

The offer provides shareholders with full liquidity and a cash sum certain, a significant consideration given the historically low liquidity of Ainsworth shares on the ASX. With Novomatic’s majority ownership and potential to increase its stake, liquidity is expected to remain limited, and if Novomatic acquires 75% or more of shares, it intends to delist Ainsworth from the ASX, which would further restrict trading opportunities.

Shareholders who do not accept the offer face risks including remaining minority shareholders with limited influence, potential share price declines if no superior proposal emerges, and exposure to the operational risks inherent in Ainsworth’s competitive and regulated industry environment. The independent board highlights that no superior proposal has emerged and considers it unlikely one will.

Next Steps for Shareholders

The offer is scheduled to close at 7, 00pm Sydney time on 3 November 2025, unless extended. Shareholders are encouraged to carefully review the Target’s Statement, the Independent Expert’s Report, and the Bidder’s Statement before making a decision. The board and independent expert advise shareholders to consider their personal investment objectives, tax circumstances, and risk profiles, and to seek independent professional advice if uncertain.

Accepting shareholders will receive payment within 10 business days of a valid acceptance. Those who do not accept may remain minority shareholders subject to the risks outlined, including potential compulsory acquisition if Novomatic reaches 90% ownership.

Bottom Line?

As the offer period progresses, shareholder acceptance levels and any competing bids will be closely watched, with the potential for significant market and ownership changes ahead.

Questions in the middle?

• Will any superior proposal emerge before the offer closes?
• How will potential delisting impact minority shareholders and market liquidity?
• What are the detailed tax implications for different shareholder profiles accepting the offer?