Ainsworth Game Technology (AGT) has formally withdrawn from its proposed scheme of arrangement with Novomatic AG after determining that the level of shareholder support needed to advance the plan will not be achieved. The announcement, made on Tuesday, August 26, confirms that while the scheme has been terminated, Novomatic’s unconditional takeover offer remains active.

Scheme Terminated After Low Proxy Support

The Independent Board Committee (IBC) of Ainsworth disclosed that it had reviewed proxy forms lodged ahead of the vote and concluded that the “Shareholder Approval Condition Precedent” under the Corporations Act could not be met. The scheme, originally announced on April 28, 2025, was intended to allow Novomatic to acquire the remaining shares in Ainsworth through a court-approved process.

As stated in the official Ainsworth’s document (pdf), under the terms of the transaction implementation deed signed in August, both parties were required to consult in good faith if any condition threatened to derail the scheme. However, facing the imminent deadline to approach the Supreme Court of New South Wales to cancel or postpone the scheme meeting set for August 29, the parties agreed to waive the consultation period. The deed was terminated specifically for the scheme under clauses 3.7(a) and 13.1(e) but remains in effect for the separate takeover offer.

Ainsworth confirmed that it will now apply to the court for formal cancellation of the meeting.

Despite the collapse of the scheme, Novomatic’s unconditional off-market takeover bid — offering AU$1.00 (approximately US$0.65) per share — is still open to shareholders. The Austrian group, which currently holds about 52.9% of Ainsworth’s shares, has reiterated that the offer will not be raised.

The IBC continues to support the bid, stating: “The IBC maintains its unanimous recommendation that Ainsworth shareholders (other than Novomatic) accept the Novomatic Takeover Bid, subject to the independent expert concluding and continuing to conclude that the Novomatic Takeover Bid is fair and reasonable or not fair but reasonable to Ainsworth shareholders (other than Novomatic) and there being no Superior Proposal.”

A Target’s Statement providing further details, including an independent expert’s report evaluating whether the offer is fair and reasonable, is expected to be distributed to shareholders in September 2025. Until then, the IBC has advised shareholders not to take any action regarding the bid.

Strategic Context and Market Impact

Novomatic emphasized that the acquisition aligns with its broader growth ambitions, particularly in the Asia-Pacific and U.S. markets. Stefan Krenn, a member of the company’s executive board, said, “The acquisition of Ainsworth is consistent with our international growth strategy and the expansion of our presence across the Asia-Pacific and the U.S. region.”

Novomatic has signaled plans to take a more hands-on role in Ainsworth’s operations, leveraging its significant shareholding to influence key decisions. The gaming technology group believes the AU$1.00 offer provides certainty and liquidity for shareholders concerned about the company’s performance and market position.

Ainsworth, which recently reported a significant decline in net profit for the first half of fiscal 2025 despite revenue growth, said the termination of the scheme allows every shareholder “to make their own decision in relation to the AU$1 per AGI Share, unconditional Offer, while it remains open.”