NOVOMATIC launches unconditional cash takeover offer for Ainsworth

NOVOMATIC AG has made a "final, unconditional" cash takeover offer for Ainsworth, offering A$1.00 (US$0.64) per share. The offer runs alongside NOVOMATIC’s existing Scheme of Arrangement, giving shareholders immediate liquidity and choice.

NOVOMATIC, already Ainsworth’s largest shareholder with 52.9%, may also buy shares on-market at or below A$1.00 per share. Both offers represent a 35% premium to Ainsworth’s share price before the initial announcement.

Ainsworth’s Independent Board Committee continues to recommend the Scheme and now supports the takeover offer, provided there is no superior proposal and the Independent Expert deems the offer fair and reasonable.

NOVOMATIC’s takeover offer proposes a “best and final” cash consideration of A$1.00 per share, consistent with the Scheme Implementation Deed signed on 28 April 2025. The offers will run concurrently, with the Scheme Meeting currently scheduled for 29 August 2025. NOVOMATIC expects Ainsworth may seek to postpone the meeting in light of the new offer.

Shareholders accepting the Scheme could receive additional fully franked dividends, potentially increasing total value to A$1.08 (US$0.69) per share. This benefit is not available under the takeover offer.

If the Scheme is approved and NOVOMATIC reaches 75% ownership, it plans to delist Ainsworth from the Australian Securities Exchange (ASX). If the Scheme fails, NOVOMATIC intends to take a more active role, including board representation and a strategic review of the business.

Stefan Krenn, Member of the Executive Board of NOVOMATIC AG Group, said that the unconditional takeover offer provides immediate liquidity for all Ainsworth shareholders and allows each shareholder to make an independent decision, regardless of the outcome of the Scheme meeting.

“We note that a small number of shareholders, including members of the Ainsworth family, have indicated they will not support the Scheme of Arrangement,” he added. “This decision, if implemented, may block the Scheme and would eliminate the opportunity for Ainsworth retail shareholders to participate in the Scheme.”

He added that by offering the option to sell through the takeover, NOVOMATIC is returning decision-making power to individual shareholders, regardless of the size of their holdings.

“The acquisition of Ainsworth is consistent with our international growth strategy and the expansion of our presence across the Asia-Pacific and the US region," Krenn further commented.

Ainsworth's headquarters are located in Newington, Sydney, and the company has operations worldwide. The business provides gaming machines in Australia, Asia, and the Americas. Any full takeover of Ainsworth would be subject to various approvals, including sign-off from the Australian Securities Exchange, Australian Securities and Investments Commission, and the Federal Court of Australia.

NOVOMATIC is advised by J.P. Morgan and King & Wood Mallesons.