Ainsworth Game Technology Ltd (AGT) has formally terminated its transaction implementation agreement with Novomatic AG, marking the end of Novomatic’s unsuccessful bid to take over the Australian gaming giant. The move comes after Novomatic’s offer to acquire all outstanding Ainsworth shares failed to meet the necessary conditions before the deadline, resulting in the expiration of the offer and the subsequent cancellation of the agreement.

Termination of the Takeover Agreement

On February 6, 2026, Ainsworth confirmed that Novomatic’s unconditional off-market takeover bid, which had been extended to acquire all the ordinary shares that Novomatic did not already own, had officially lapsed. The offer, which began in August 2025, ultimately failed to achieve the 75 percent shareholding required to take Ainsworth private. By the deadline, Novomatic had increased its stake from 52.9 percent to 66.59 percent, still falling short of the necessary threshold to complete the takeover.

Ainsworth exercised its right to terminate the transaction implementation deed, invoking clause 13.1(a) of the agreement. As a result, the takeover bid was officially called off. The company’s Independent Board Committee (IBC) authorized the release of this announcement, which clarified that the deal had been terminated with immediate effect, marking the end of months of negotiations and uncertainty.

The failed takeover bid highlights the challenges of navigating complex corporate takeovers in the highly competitive gaming sector. Despite Novomatic’s substantial shareholding in Ainsworth, it was unable to garner the required support from Ainsworth’s shareholders to complete the acquisition.

Rival Bid from Ainsworth’s Founder

The Novomatic takeover was also complicated by a rival offer from Kjerulf David Hastings Ainsworth, the son of Ainsworth’s founder Len Ainsworth and a major shareholder in the company. Kjerulf Ainsworth presented a bid to buy the remaining 2.9 percent of Ainsworth shares that he did not already own, offering A$1.30 per share. This offer was positioned as a more favorable alternative to Novomatic’s A$1 per share bid, which Kjerulf Ainsworth argued undervalued Ainsworth.

Kjerulf Ainsworth’s bid sought to consolidate control of the company within the Ainsworth family, countering Novomatic’s attempt to take over the company. However, Novomatic remained focused on its own offer, which had been endorsed by Ainsworth’s Independent Board Committee. Despite the higher value offered by Kjerulf Ainsworth, Novomatic’s offer of A$1 per share continued to receive the support of the board, leaving the family-led bid unaccepted.

While Kjerulf Ainsworth’s offer may have provided a more lucrative option for Ainsworth’s minority shareholders, Novomatic’s offer had the backing of the company’s management. This resulted in a highly contentious situation, where the Ainsworth family’s interests clashed with those of the Austrian gaming conglomerate.

Ainsworth’s Continued Independence

With the termination of the agreement, Ainsworth Game Technology, founded in 1995, will continue to operate independently. The company has built a strong reputation in the gaming technology sector, specializing in gaming machines and related technology solutions. Ainsworth operates across the Asia-Pacific region, the Americas, and Europe, providing high-quality gaming products to a global customer base. The company’s stock is listed on the Australian Securities Exchange (ASX), and it remains a key player in the gaming technology market.

Despite the failed bid by Novomatic, Ainsworth’s position in the market remains strong. The company has a long history of providing innovative gaming solutions and is well-regarded for its commitment to technological advancement. The termination of the takeover bid allows Ainsworth to continue pursuing its strategic objectives without the influence of external ownership.

Novomatic, which has a significant global footprint in the gaming industry, operates in over 45 countries and supplies products and services to thousands of gaming venues worldwide. While its takeover bid for Ainsworth has come to an end, the company’s influence and reach in the global gaming sector remain substantial. Novomatic will likely reassess its approach to expansion and consider alternative strategies to enhance its position in the market.