Official information on Novomatic AG’s proposal to acquire the remainder of the share capital it does not yet control in Australia-listed slot machine maker Ainsworth Game Technology Ltd, is likely to be sent to Ainsworth shareholders in July, with a meeting for them to vote on it soon after that.
The information was given on Wednesday by Danny Gladstone, Ainsworth’s non-executive chairperson, at the firm’s annual general meeting (AGM) in Sydney, New South Wales.
If the proposal – under what is known as a scheme implementation deed – is approved by Ainsworth shareholders “and other conditions precedent are satisfied or waived, the scheme will be submitted for final court approval in August 2025 and if approved would be implemented shortly after the scheme meeting,” stated Mr Gladstone.
The scheme booklet to be sent to Ainsworth stockholders will include details of the reasons for the recommendation by what the company says is an independent board committee, and a report from an “independent expert”.
Mr Gladstone stated at the AGM: “The independent board committee carefully evaluated the proposed offer against the company’s medium and long-term growth prospects and the alternative opportunities available, and unanimously decided to support and recommend that shareholders vote in favour of the offer.”
According to an April 28 filing by Ainsworth to the Australian Securities Exchange, Ainsworth and Austria-based gaming technology group Novomatic have entered into a scheme implementation deed. Under it, Novomatic will acquire the 47.1 percent of Ainsworth’s share capital it does not currently own.
Under the deal, Ainsworth shareholders would receive a cash consideration of AUD1.00 (US$0.64) per Ainsworth share.
Mr Gladstone reiterated in his Wednesday remarks at the AGM that the offer “represents a significant premium to Ainsworth’s recent and longer-term trading price prior to the announcement of the scheme implementation deed”.
That included a 35 percent premium to Ainsworth’s closing price on April 24, the last trading day prior to the scheme implementation deed; and an amount above the highest trading price for the stock over the past 12 months.
Harald Neumann, Ainsworth’s chief executive, noted in his remarks at the AGM that the 2024 financial year had “presented the company with difficult and challenging economic conditions within the markets” it operates, “primarily within the Americas”.
In February, Ainsworth had reported a profit after tax of AUD30.3 million for full-year 2024, with normalised profit before tax – excluding currency translations and one-off items – of AUD23.2 million.
Ainsworth’s Asia Pacific business – covering Australia, New Zealand, and Asia – had reported “lower” performance in the 2024 reporting year as “competitive market conditions continued,” said the CEO in his Wednesday comments.
Revenue in that market segment was AUD42.7 million, a decrease on the AUD48.8 million in the prior calendar year. Segment profit declined to AUD2.7 million, compared to AUD3.4 million in the prior calendar year.
The region achieved 1,406 unit sales in the period, with Australia representing 1,308 of total units, a slight rise on the prior calendar year. Average selling prices were AUD24,700, a “slight decline” on the prior calendar year “due to discounts to achieve runout of inventory of previous generation models prior to the launch of the A-Star Raptor cabinet in February 2025,” stated Mr Neumann.
