An independent board committee of Australian slot maker Ainsworth Game Technology Ltd has “unanimously” recommended that Ainsworth’s shareholders accept a takeover bid by Austrian gaming equipment supplier Novomatic AG.
Novomatic in August made an “unconditional” takeover bid of AUD1.00 (US$0.645) apiece for the shares that it does not currently control in Ainsworth. The offer price was “final”, stated Novomatic at the time, saying that the price would “not be increased”.
The offer price for Ainsworth shares implies an equity value of approximately AUD336.83 million on a fully diluted basis, according to a statement published on Monday by Ainsworth.
According to Ainsworth’s target statement included in a filing to the Australian Securities Exchange, Novomatic’s offer price represents an “acquisition multiple” of approximately 7.2 times Ainsworth’s full-year 2024 earnings before interest, taxation, depreciation, and amortisation (EBITDA) and 7.1 times Ainsworth’s last-12-months EBITDA to June 30, 2025.
Such metrics compared “favourably with precedent gaming supplier transactions,” said Ainsworth’s independent board committee. The statement was signed by Danny Gladstone, Ainsworth’s non-executive chairperson. Mr Gladstone also serves as chair of the independent board committee.
Other committee members are Ainsworth’s independent non-executive directors Graeme Campbell and Heather Scheibenstock.
The committee said additionally that the offer price represented “a significant premium” to the trading price of Ainsworth’s shares, and provided “full liquidity through an all-cash offer”.
The document also flagged that the independent expert appointed to advise on the deal had “concluded that the takeover offer is fair and reasonable to Ainsworth shareholders, in the absence of a superior proposal”.
It added: “The independent expert has assessed the full underlying value of Ainsworth at between AUD0.93 to AUD1.07 per Ainsworth share. The offer price of AUD1.00 per Ainsworth share is within this valuation range.”
The statement also said: “Each member of the independent board committee intends to accept, or procure the acceptance of, the takeover offer in respect of all the Ainsworth shares controlled or held by or on behalf of them after the date of this target’s statement and in any event before the end of the takeover offer period”.
In late August, Novomatic and Ainsworth announced the termination of a separate scheme implementation deed, which had been proposed in April. Via the scheme transaction, Novomatic had also intended to acquire the shares it does not currently control in Ainsworth.
In mid-August, Ainsworth reported first-half net profit down 65.0 percent year-on-year, to AUD4.9 million, from AUD14.0 million a year earlier. That was on revenue that grew 25.3 percent year-on-year in the six months to June 30, to AUD152.1 million.
