Austrian gaming equipment supplier Novomatic AG says that given the “significance” of its stake in Ainsworth Game Technology Ltd, it intends to “take a more active approach to its investment” in the Australian slot maker.
On Wednesday, Novomatic made a fresh “off market” bid of AUD1.00 (US$0.645) per share for the shares it does not currently control in Ainsworth. It described the bid as being “final” and “unconditional”, and one that “will not be increased”.
The Austrian casino technology provider and its founder and owner, Johann Graf, collectively currently control 52.9 percent of Ainsworth’s shares.
In its statement, Novomatic said the fresh takeover offer runs in parallel with a scheme implementation deed, announced in late April, which would also see Novomatic acquire the 47.1 percent of Ainsworth’s share capital it does not currently own.
Wednesday’s announcement cited Stefan Krenn, member of the executive board of Novomatic, as saying: “Novomatic’s unconditional takeover offer provides instant liquidity to all Ainsworth shareholders and ensures every Ainsworth shareholder is able to make their own decision in relation to the offer, regardless of the outcome of the scheme meeting.”
He stated: “We note that a small number of shareholders including members of the Ainsworth family, have indicated they will not support the scheme of arrangement. This decision, if implemented, may block the scheme and would eliminate the opportunity for Ainsworth retail shareholders to participate in the scheme.”
Mr Krenn added: “By providing the option to sell into a takeover offer, Novomatic has put the decision-making process back into the hands of individual shareholders, regardless of the size of their holding.”
The executive also said that given the “significance” of its stake in Ainsworth, “Novomatic intends to take a more active approach to its investment, creating greater alignment between the decision-making process and the overall investment”.
“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,” he added.
Novomatic said that should the scheme of arrangement be approved, it “intends to seek a delisting” of Ainsworth from the Australian bourse, should a shareholding of 75 percent and other requirements “ultimately be achieved”. The move would further reduce liquidity and “potentially leaving remaining shareholders in an unlisted entity”.
If the scheme is not approved, “and Ainsworth remains an illiquid listed company,” Novomatic said it plans to adopt a more active approach to management of its “significant investment” in the Australian company.
That might include increasing representation on the Ainsworth board by appointing a Novomatic representative as a fifth director; and undertaking a strategic review of Ainsworth’s business, “including its dividend and cash retention policy, assets, operations, structure, employees, future capital requirements and funding mix”.
