Ainsworth Game Technology has received a proportional takeover offer at a 28.7% premium from Kjerulf Ainsworth, while its board continues to recommend the full takeover offer from Novomatic.
- Kjerulf Ainsworth proposes a 2.9% proportional takeover at $1.30 per share
- Offer represents a 28.7% premium to recent share prices
- Novomatic does not intend to accept the proportional offer
- Independent Board Committee advises shareholders to take no action yet
- Novomatic’s full takeover offer remains the board’s preferred option
Proportional Takeover Offer Emerges
Ainsworth Game Technology Limited (ASX – AGI) has been presented with a new twist in its ongoing takeover saga. Kjerulf Ainsworth, a significant shareholder currently holding over 7% of the company, has lodged a proportional takeover offer to acquire 2.9% of each shareholder’s shares at $1.30 per share. This price represents a substantial 28.7% premium to the closing price just prior to the announcement, signaling a strong valuation assertion.
The offer is structured to keep Kjerulf Ainsworth’s total stake below 10%, a threshold that triggers complex regulatory licensing requirements in the gaming sector. As such, the bid is limited in scope, allowing shareholders to sell only a small fraction of their holdings, 29 shares for every 1,000 owned.
Board’s Cautious Response and Novomatic’s Position
The Independent Board Committee (IBC) has responded cautiously, emphasizing that the proportional offer relates to a very small portion of shareholders’ stakes and urging shareholders to take no immediate action. Notably, Novomatic, the party behind the existing full takeover offer for Ainsworth, has indicated it will not participate in this proportional bid. This stance effectively caps the maximum shares Kjerulf Ainsworth could acquire under this offer to less than 1% of total shares.
The IBC continues to recommend acceptance of Novomatic’s full takeover offer, which is for 100% of shares, subject to the independent expert’s assessment of fairness and the absence of any superior proposal. The board does not view the proportional offer as a superior alternative, given its limited scale and lack of detailed disclosures so far.
Regulatory and Strategic Implications
Kjerulf Ainsworth’s increased holding above 5% triggers mandatory regulatory disclosures and licensing considerations across multiple gaming jurisdictions. This regulatory backdrop explains the cautious approach and the offer’s design to avoid breaching the 10% ownership cap.
Strategically, Kjerulf Ainsworth has expressed a belief that Ainsworth shares are undervalued and has signaled a willingness to support the company’s future by potentially joining the board if a seat becomes available. However, the limited nature of the proportional offer and the board’s continued support for Novomatic’s full bid suggest that the company’s strategic direction remains firmly aligned with the latter.
What’s Next for Shareholders?
The Novomatic takeover offer is scheduled to close on 3 November 2025, unless extended. Shareholders face a choice between the full exit opportunity presented by Novomatic’s offer and the partial, premium-priced but limited proportional offer from Kjerulf Ainsworth. The IBC’s advice to hold off on action regarding the proportional offer underscores the need for shareholders to await further information, including the forthcoming bidder’s statement that will provide more clarity on terms and conditions.
Bottom Line?
As the Novomatic full takeover offer deadline approaches, shareholders must weigh a premium partial bid against a comprehensive acquisition proposal.
Questions in the middle?
- Will Kjerulf Ainsworth pursue further proportional offers beyond the initial 2.9% stake?
- How will regulatory licensing requirements influence ownership dynamics and future bids?
- Could Kjerulf Ainsworth’s potential board involvement shift company strategy or shareholder sentiment?