Novomatic AG, Europe’s largest gaming technology group, has confirmed a new move in its pursuit of full control over Ainsworth Game Technology. On August 20, the company announced an unconditional cash takeover offer of A$1.00 per share for all shares it does not already own, positioning this as its “best and final” proposal. The bid runs alongside the previously disclosed scheme of arrangement, also priced at A$1.00 per share, and gives shareholders an alternative path as the August 29 scheme meeting approaches.

Parallel Offers Provide Options for Shareholders

Novomatic currently holds a 52.9% majority stake in Ainsworth, first acquired from founder Len Ainsworth in 2016. The latest bid, described as off-market and unconditional, allows the Austrian group to buy shares directly from investors at or below A$1.00 each. Importantly, Novomatic has emphasized that the offer is final and will not be raised further.

The scheme offer announced earlier this year remains active and would require shareholder and court approval. The Independent Board Committee (IBC) of Ainsworth has extended its unanimous support to both the scheme and the takeover offer, stating that in the absence of a superior bid and subject to the independent expert’s conclusions, the proposal is in the best interests of shareholders.

Both options reflect a 35% premium over Ainsworth’s share price before the initial April announcement and fall within the valuation range identified by the independent expert.

The scheme of arrangement also includes the potential for fully-franked dividends, a benefit not available under the unconditional takeover bid. A permitted dividend of A$0.19 per share would see eligible investors receive A$0.81 in cash plus A$0.19 in dividends. For those able to take advantage of franking credits, the total value could rise to A$1.08 per share.

Despite the headline A$336 million equity value implied by the offer, Ainsworth’s recent filings noted that the valuation sat below the group’s net asset carrying value at mid-year. This triggered an impairment review, resulting in a A$2.1 million charge against its online segment due to underperformance.

Financial Context and Recent Results

Ainsworth’s first-half 2025 results showed revenue growth of 25.3%, driven by land-based sales in North America and Asia Pacific. However, higher costs and weaker margins weighed heavily on the bottom line. Operating profit fell nearly 25% to A$9.5 million, while pre-tax profit dropped almost 90% to A$1.6 million. After foreign exchange losses and other adjustments, the company posted a comprehensive net loss of A$4.1 million, compared with an A$18.1 million profit a year earlier.

EBITDA also declined sharply, down 48.2% to A$14.6 million, highlighting the financial challenges facing the company even as revenues rose.

The IBC has urged shareholders to review the forthcoming supplementary scheme booklet, expected in September, before casting their votes. Ainsworth has applied to the court to postpone the scheme meeting originally scheduled for August 29 to allow additional information to be circulated.

Novomatic Executive Board Member Stefan Krenn said the new bid was designed to provide investors with flexibility. “NOVOMATIC’s unconditional takeover offer provides instant liquidity to all Ainsworth shareholders and ensures every Ainsworth shareholder is able to make their own decision in relation to the offer, regardless of the outcome of the Scheme meeting,” he said in the company’s press release.

Krenn also acknowledged resistance from certain stakeholders. “We note that a small number of shareholders including members of the Ainsworth family, have indicated they will not support the Scheme of Arrangement. This decision, if implemented, may block the Scheme and would eliminate the opportunity for Ainsworth retail shareholders to participate in the Scheme. By providing the option to sell into a takeover offer, NOVOMATIC has put the decision-making process back into the hands of individual shareholders, regardless of the size of their holding.”

If the scheme is approved, Novomatic plans to seek delisting of Ainsworth from the ASX once a 75% holding and other requirements are achieved, a move that could reduce liquidity for any remaining minority shareholders. Should the scheme fail, Novomatic has indicated it will pursue a more hands-on role, potentially adding another board representative and reviewing Ainsworth’s operations, assets, dividend strategy, and overall structure.

Krenn confirmed the acquisition fits within Novomatic’s wider expansion plan. “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.”