Australian slot maker Ainsworth Game Technology Ltd announced on Tuesday the termination of a scheme implementation deed, proposed in late April, that would see Austrian gaming equipment supplier Novomatic AG acquire the shares it does not currently control in Ainsworth.
A separate “off market” takeover bid of AUD1.00 (US$0.645) apiece for the shares that Novomatic does not currently control in Ainsworth “remains in effect,” said a filing to the Australian Securities Exchange.
Austrian casino technology provider Novomatic and its founder and owner, Johann Graf, collectively currently control 52.9 percent of Ainsworth’s shares.
Ainsworth stated in Tuesday’s announcement: “For the scheme to become effective, specified conditions precedent need to be satisfied or waived, including a requirement for Ainsworth shareholders to approve the scheme by the requisite majorities in accordance with the Corporations Act.”
The update said that Ainsworth’s independent board committee had “assessed the lodged proxy forms to date” and determined that it was “unlikely that the shareholder approval condition precedent will be satisfied”.
The company noted that the parties “have an obligation to consult in good faith if there is an occurrence which will prevent a condition precedent … from being fulfilled”.
“Given the imminent requirement to apply to the court to either defer or cancel the scheme meeting currently scheduled for 29 August 2025, Ainsworth and Novomatic have agreed to waive the required consultation period and to terminate the implementation deed in respect of the scheme only under clauses 3.7(a) and 13.1(e) of the implementation deed, effective immediately,” observed the filing.
It added: “The implementation deed remains in effect in respect of the Novomatic takeover bid.”
Tuesday’s filing said that Ainsworth’s independent board committee maintains its unanimous recommendation that Ainsworth shareholders – other than Novomatic – accept the Novomatic takeover bid, subject to the independent expert “concluding and continuing to conclude” that the proposal is “fair and reasonable or not fair but reasonable” to Ainsworth shareholders.
The Australian slot maker said it intends to send a so-called target’s statement in relation to the Novomatic bid to shareholders in September. Such statement will contain an independent expert’s report assessing Novomatic’s takeover bid, it added.
Novomatic said last week that its bid of AUD1.00 per Ainsworth share that it does not currently control was “final” and “unconditional”, and one that would “not be increased”.
The Austrian group said that given the “significance” of its stake in Ainsworth, it intends to “take a more active approach to its investment” in the Australian slot maker, “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,” stated Stefan Krenn, member of the executive board of Novomatic, as cited in last week’s announcement.
