Novomatic AG has doubled down on its plan to take over Ainsworth Game Technology (AGT), tabling an unconditional off-market bid of AU$1.00 per share for all remaining shares it doesn’t already own. The Austrian group already controls 52.9% of AGT, acquired from founder Len Ainsworth in 2016.
The new proposal runs alongside the previously announced scheme of arrangement—also priced at AU$1.00—set for shareholder vote on 29 August. Unlike the scheme, the off-market bid does not require court or shareholder approval and offers investors direct liquidity within ten business days. Novomatic has stressed the price will not be increased.
The Independent Board Committee (IBC) has backed both offers, calling them fair in the absence of a rival proposal and pointing to the 35% premium against AGT’s pre-April trading levels.
Dividend Option Under the Scheme
While both routes deliver the same AU$1.00 headline price, the scheme includes a fully-franked dividend of AU$0.19 per share. Eligible shareholders would receive AU$0.81 in cash plus AU$0.19 in dividends, with franking credits lifting the total value to as much as AU$1.08. This benefit is not available under the unconditional bid.
Ainsworth has asked the court to delay the scheme meeting to September so shareholders can review updated materials before casting votes.
Financial Pressure Behind the Move
AGT’s latest half-year results show revenue up 25.3%, led by land-based sales in North America and Asia Pacific. Yet rising costs and shrinking margins cut operating profit nearly 25% to AU$9.5 million. Pre-tax profit collapsed 90% to AU$1.6 million, and the group swung to a net comprehensive loss of AU$4.1 million, compared with AU$18.1 million profit a year ago.
EBITDA dropped 48.2% to AU$14.6 million, underscoring the company’s financial headwinds despite top-line growth.
Strategic Push from Novomatic
Novomatic Executive Board Member Stefan Krenn said the new bid was designed to give all shareholders a choice.
“Our takeover offer provides instant liquidity and ensures every shareholder can make their own decision, regardless of the scheme’s outcome.”
He also acknowledged resistance from some stakeholders, including members of the Ainsworth family, who have said they won’t back the scheme. That opposition could block approval, leaving the off-market bid as the main route for investors looking to exit.
If the scheme succeeds, Novomatic will seek to delist Ainsworth from the ASX once holding thresholds are met. If it fails, Novomatic has signalled it will take a more active role in the business, possibly adding board representation and reviewing operations, assets, and dividend policy.
Krenn confirmed the deal aligns with Novomatic’s global growth strategy:
“The acquisition of Ainsworth is consistent with our international expansion across the Asia-Pacific and US markets.”
