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.
