Austrian gaming equipment maker Novomatic AG says if it completes a takeover of Australia-based rival Ainsworth Game Technology Ltd it will support the “immediate appointment” of an independent person to chair the latter’s board. Novomatic would also “ensure the board of directors of Ainsworth Game Technology continues to have a majority of independent directors”, according to a filing on Friday by Ainsworth Game Technology to the Australian Securities Exchange (ASX).
Under a proposal announced on February 23, the privately held Novomatic would acquire 53 percent of Ainsworth Game Technology from Len Ainsworth, that firm’s founder and chairman.
Ainsworth Game Technology said in a filing to ASX on May 23 it had postponed for up to 30 days a meeting at which shareholders would be asked to vote on the takeover. The meeting had been due to take place on June 3.
The delay in the meeting to vote on the deal centres on whether or not shareholding interests associated with the family of Mr Ainsworth might vote en bloc in favour of the deal – potentially to the detriment of other shareholders.
The Australian federal government’s Takeovers Panel had said in a May 16 press release it had received an application on May 13 from the Australian Securities and Investments Commission for the panel to get involved in the planned sale.
In a press statement on May 17, the Takeovers Panel additionally stated that an investment firm called Fortress Centaurus Global Master Fund Ltd had made an application for the panel to get involved in the proposed sale.
Friday’s filing from Ainsworth Game Technology said Novomatic’s undertaking to have an independent person chairing Ainsworth Game Technology’s board – and for that board to continue to have a majority of independent directors – would apply until the end of 2018 or until Novomatic and its associates hold more than 75 percent of the issued shares of Ainsworth Game Technology.
The pledge would not not apply if there were moves from third parties to gain control of Ainsworth Game Technology or any “currently unforeseen circumstance in relation to or affecting Ainsworth Game Technology”, the filing stated.
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