Investor Kjerulf Ainsworth has initiated an unconditional off-market proportional takeover bid for 2.9% of Ainsworth Game Technology shares at $1.30 each, offering shareholders a significant premium and liquidity option.
- Unconditional all-cash proportional takeover bid for 2.9% of AGI shares
- Offer price of $1.30 per share represents a 28.7% premium to recent trading prices
- Ainsworth currently holds 7.27% and aims to keep stake below 10% due to licensing rules
- Novomatic holds majority 61.8% stake and unlikely to increase offer price
- Concerns raised over AGI’s asset valuations and governance practices
Background and Offer Details
Kjerulf David Hastings Ainsworth, a significant shareholder in Ainsworth Game Technology Limited (ASX, AGI), has launched an unconditional off-market proportional takeover bid to acquire 2.9% of the shares he does not already own. The offer price is set at $1.30 per share, representing a substantial premium over recent trading prices and a competing bid by Novomatic AG.
This proportional bid allows shareholders to sell a small portion of their holdings at a premium price, while retaining the majority of their shares and continuing to participate in AGI’s future performance. The offer is unconditional and entirely in cash, providing liquidity without brokerage fees for shareholders who accept.
Strategic Intent and Shareholding Limits
Ainsworth currently holds approximately 7.27% of AGI’s issued shares and intends to increase his stake to just under 10%, a threshold set to avoid regulatory complications related to gaming licenses held by AGI. This careful limit reflects the complex regulatory environment governing ownership in the gaming sector.
Despite the modest increase, Ainsworth signals a commitment to minority shareholder interests, including opposing any delisting from the ASX, advocating for dividend payments, and supporting changes in AGI’s board and management to better align with shareholder value creation.
Premium Offer and Market Context
The $1.30 offer price represents a 28.7% premium to AGI’s closing price on 21 October 2025, a 24.1% premium to the 30-day volume weighted average price, and a 30% premium to the closing price on the last practicable date. It also exceeds Novomatic’s competing $1.00 per share offer, which is stated as final and unlikely to be improved.
This premium pricing and the unconditional nature of the offer provide shareholders with a compelling opportunity to realise value on a portion of their holdings without the uncertainties of market trading or competing bids.
Governance and Valuation Concerns
Ainsworth has publicly expressed concerns about AGI’s governance and asset valuation practices. Independent valuations commissioned by Ainsworth suggest that AGI’s real estate assets in Nevada and Florida are materially undervalued in the company’s financial statements, potentially understating net asset backing by over $70 million.
Additionally, Ainsworth questions the rationale behind AGI’s suspension of dividends since 2018 and highlights related party transactions with Novomatic that may disadvantage minority shareholders. These issues underscore a broader debate about AGI’s strategic direction and shareholder value.
Offer Mechanics and Shareholder Action
The offer opened on 19 December 2025 and is scheduled to close at 7, 00 pm Sydney time on 23 January 2026, unless extended. Shareholders may accept the offer online or via a physical acceptance form, but only for 2.9% of their holdings. If accepting the offer would leave a shareholder with less than a marketable parcel, the offer extends to all their shares.
Importantly, the offer is unconditional, with no conditions attached, and shareholders will receive payment within one month of acceptance or 21 days after the offer period closes.
Regulatory and Tax Considerations
Ainsworth has acknowledged the extensive regulatory requirements related to gaming licenses across multiple jurisdictions and is actively engaging with regulators to comply with all obligations. Tax implications for shareholders vary depending on individual circumstances, and shareholders are advised to seek independent advice.
Bottom Line?
As the offer period unfolds, shareholder uptake and AGI’s response will be critical to watch, potentially reshaping the company’s ownership and governance landscape.
Questions in the middle?
- Will minority shareholders embrace the premium offer or hold out for alternative bids?
- How will AGI’s board respond to Ainsworth’s governance and valuation concerns?
- Could regulatory hurdles limit Ainsworth’s ability to increase his stake beyond 10%?