Austrian gaming equipment supplier Novomatic AG has plans to acquire the remainder of the share capital it does not yet control in Australia-listed slot machine maker Ainsworth Game Technology Ltd.
Novomatic currently has an interest in 52.9 percent in Ainsworth’s shares on issue.
According to a Monday filing by Ainsworth, the two firms have entered into a scheme implementation deed where Novomatic will acquire the 47.1 percent of Ainsworth’s share capital it does not currently own, by way of a scheme of arrangement.
Under the deal, Ainsworth shareholders are to receive cash consideration of AUD1.00 (US$0.64) per Ainsworth share once the scheme is implemented.
The cash consideration represents a premium of approximately 35 percent to Ainsworth stock’s closing price on Thursday, the trading day prior to the deal announcement, according to the firm’s filing. Friday was a public holiday on Australia.
The cash consideration implies an enterprise value of AUD336.5 million for Ainsworth, the filing added.
The scheme is subject to limited customary conditions, including approval by Ainsworth shareholders.
An independent board committee established by Ainsworth to review Novomatic’s proposal “unanimously recommends Ainsworth shareholders vote in favour of the scheme,” said the Australian firm in its Monday filing.
Novomatic’s offer has been declared “best and final and will not be increased, although Ainsworth is permitted to pay a dividend, which will be deducted from the cash consideration,” it added.
The filing quoted Ainsworth’s chairman, Daniel Gladstone, as saying that “the proposal put forward by Novomatic… already the majority shareholder of Ainsworth, represents a significant premium to long-term trading value and is compelling for Ainsworth minority shareholders.”
In a separate release, Novomatic said it expected the transaction would “close in the second half of 2025.”
The document quoted Stefan Krenn, member of the executive board of Novomatic, as saying: “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: “As a long-term shareholder we are familiar with the business and believe that integrating Ainsworth into our operations is in the best interest of this strategy.”
Ainsworth is being advised on the deal by Macquarie Capital as exclusive financial adviser and Clayton Utz as legal advisers.
Ainsworth reported a net profit of just over AUD30.3 million for the calendar year 2024. That compared with a net loss of AUD6.5 million the year before.
Ainsworth’s 2024 Asia-Pacific segment – which it defines as “Australia, New Zealand and Asia” – had a weaker performance than the previous year “as competitive market conditions continued,” the firm said in its results materials. Revenue for the segment was AUD42.7 million, a decrease from AUD48.8 million in full-year 2023.
(Updated at 4.05pm, Apr 28)
