Australian slot maker Ainsworth Game Technology Ltd says it has received a fresh “off market” bid from its majority owner Novomatic AG of AUD1.00 (US$0.645) per share for the shares Novomatic does not currently control, but with the latest bid being “final” and “unconditional”, and one that “will not be increased”.
That is according to a Wednesday filing by Ainsworth to the Australian Securities Exchange (ASX), citing communication from Novomatic. Ainsworth’s shares were up 1.0 percent in Wednesday morning trading, at AUD1.01.
The Austrian casino technology maker, and its founder and owner Johann Graf, collectively currently control 52.9 percent of Ainsworth’s shares.
It had been reported previously in Australian media that some investors thought Novomatic had undervalued Ainsworth.
Wednesday’s filing stated that Ainsworth’s “independent board committee” thought that the latest Novomatic communication “qualifies as an alternative takeover bid under… the scheme implementation deed dated 28 April 2025”.
The Australian slot maker stated: “Novomatic notified Ainsworth of its intention to make an unconditional off-market takeover bid for AUD1.00 cash per share to acquire all outstanding shares in Ainsworth that Novomatic or its associates do not currently own.”
Ainsworth added: “Novomatic has stated that the offer price is final and will not be increased.”
It also noted: “The independent board committee maintains their unanimous recommendation that Ainsworth shareholders vote in favour of the scheme, in the absence of a superior proposal and subject to the independent expert continuing to conclude that the scheme is in the best interests of Ainsworth shareholders.”
As a result of Novomatic’s communication being deemed an alternative takeover offer, Ainsworth said it will apply to the Australian court dealing with the so-called scheme of arrangement matter, for permission to send supplementary information to Ainsworth shareholders, and to defer the scheme meeting for shareholders – currently scheduled for August 29.
The Australian slot business had mentioned in its first-half 2025 results on Tuesday, that the AUD1.00 per share offer “implies an equity value of AUD336 million which was below the group’s net asset carrying value both on the offer date and as at 30 June 2025”.
Ainsworth added: “In accordance with the group’s accounting policies, this constituted an impairment indicator, triggering an assessment of whether the carrying values of any cash-generating unit (CGU) or group of CGUs” within Ainsworth “exceeded their recoverable amount as at 30 June 2025.”
Ainsworth stated in its results: “Management has recognised an impairment charge of AUD2.1 million against the carrying value of [the] online CGU, reflecting the underperformance in financial results” of the online gaming segment.
In its statement on the fresh takeover offer, Novomatic said that while the “scheme remains active and runs in parallel with the offer,” it believed that Ainsworth’s shareholders “are provided with choice, and certainty about liquidity and performance of Ainsworth’s shares”.
Novomatic stated: “We note that a small number of Ainsworth’s shareholders, including members of the Ainsworth family, have indicated they will not support the scheme. This decision, if implemented, may block the scheme and would eliminate the opportunity for Ainsworth’s shareholders to participate in the scheme”.
The Austrian firm added: “By providing the option to sell into the offer, Novomatic has put the decision-making process back into the hands of Ainsworth’s shareholders, regardless of the size of their holding.”
