Australian slot machine maker Ainsworth Game Technology Ltd’s company-designated independent board committee “unanimously recommends” that shareholders accept an off-market offer announced in March for its ordinary shares, made by Kjerulf Ainsworth, a son of the founder, Len Ainsworth.
The relevant body “considers that the offer… is priced at an acceptable premium and therefore unanimously recommends that you accept the proportional offer, in the absence of a superior proposal,” said Ainsworth Game in a Friday statement to stockholders and which was filed to the Australian Securities Exchange.
The unsolicited and unconditional proportional all-cash offer concerns acquiring 5.5 percent of all ordinary shares of Ainsworth Game that Mr Ainsworth did not currently hold, for AUD1.30 (US$0.92 currently) per share.
The offer is due to end at 7pm Sydney, New South Wales time, on April 27.
Ainsworth Game said the AUD1.30 per share tabled was “a 23.8 percent premium to the closing price on the last trading day before the announcement date.”
The casino technology business also noted that the price was a 23.6 percent premium to the one-month volume weighted average price of Ainsworth shares traded up to the last trading day before the announcement”.
Certain shareholders might also avoid stamp duty or brokerage costs on acceptance, “whereas an on-market sale would ordinarily attract brokerage fees and potentially GST,” added the filing, referring to goods and services tax.
Mr Kjerulf Ainsworth announced last month that he was seeking to raise his stake in the company to a maximum of 13.25 percent.
As of the March announcement, he held 8.17 percent of Ainsworth’s ordinary shares.
In August last year, Ainsworth’s majority owner, Austrian gaming equipment supplier Novomatic AG, made an “unconditional” takeover bid of AUD1.00 per share for the shares that it did not control in Ainsworth.
It was subsequently widely reported in the Australian media that Mr Kjerulf Ainsworth had been opposed to Novomatic’s buyout offer to the minority stockholders, on the basis that Novomatic undervalued the firm.
On February 6, Novomatic’s own offer lapsed, failing to secure the 75-percent shareholding threshold needed to take the Australian firm private. At the time, Novomatic held 67.4 percent.
