Novomatic has entered into a binding agreement to purchase the remaining 47.1% of shares in Ainsworth Game Technology, aiming for complete ownership of the Australian gaming manufacturer. Having already secured a 52.9% majority stake from founder Len Ainsworth in 2016, Novomatic’s latest move will see it consolidate control through a cash offer of AUS$1 per share.

Novomatic to fully acquire Ainsworth, expanding global footprint:

The proposed price reflects a 35% premium over Ainsworth’s last traded price as of April 24, 2025, valuing the business at approximately $336.5 million. Ainsworth’s Independent Board Committee (IBC), composed of three non-executive directors, has unanimously recommended that shareholders support the deal. The acquisition is expected to be finalized in the second half of 2025, pending shareholder approval, Australian Securities Exchange clearance, Australian Securities and Investments Commission approval, and final court consent.

Stefan Krenn, Executive Board Member of Novomatic AG Group, highlighted the strategic nature of the acquisition in the company’s press release: “The acquisition of Ainsworth is consistent with our international growth strategy and the expansion of our presence across the Asia-Pacific and the US region. As a long-term shareholder we are familiar with the business and believe that integrating Ainsworth into our operations is in the best interest of this strategy. We look forward to welcoming the highly qualified and experienced Ainsworth employees into the Novomatic family to become part of our international growth and success.”

Despite the board’s endorsement, not all shareholders are pleased. Kanen Wealth Management, an American investor holding about 2% of Ainsworth’s shares, has expressed strong opposition. In a letter to Ainsworth CEO Harald Neumann, the firm accused the company of “materially undervaluing” Ainsworth and using a structure that misleads minority shareholders.

“We view Novomatic’s declaration of the offer as ‘best and final’ as an intimidation tactic aimed at coercing shareholders into accepting an offer that does not reflect fair value,” Kanen wrote, according to The Australian Financial Review. The letter also criticized the assertion that no superior offers would be considered, arguing that it undermines the goal of maximizing shareholder value.

Kanen Wealth Management maintains that the fair value of Ainsworth should be closer to $1.75 per share, citing the company’s strengthened financial position and improved operational performance, including the resolution of a tax dispute in Mexico and an enhanced outlook for North American market growth. In fiscal year 2024, Ainsworth reported underlying earnings of $48.2 million.

The firm also pointed to comments made by Ainsworth’s CEO in October 2023, when he stated that a $1 share price did not accurately reflect the company’s value — remarks made when Ainsworth’s financial footing was weaker than it is now.

Path forward for the acquisition:

If the acquisition plan proceeds as expected, Ainsworth shareholders will vote on the scheme following an independent expert’s report, anticipated after July 2025. Final court approval is expected by August 2025.

Chairman Daniel Gladstone emphasized the merits of Novomatic’s proposal, stating: “The proposal put forward by Novomatic, already the majority shareholder, represents a significant premium to long term trading value and is compelling for minority shareholders. The IBC has carefully evaluated the proposed consideration against the company’s medium-and long-term growth prospects and alternative opportunities. We unanimously formed the view that the proposal represents attractive and certain value for minority shareholders.”

While regulatory approvals from various Australian authorities are still required, Novomatic does not anticipate the need for further due diligence, as approval from the Foreign Investment Review Board has already been secured.