Novomatic’s $1.00 Per Share Unconditional Takeover Bid Gains Board Backing

Novomatic’s Alternative Takeover Bid Emerges

Ainsworth Game Technology Ltd has formally received notification from Novomatic AG of an unconditional off-market takeover bid at $1.00 cash per share for all outstanding shares not already owned by Novomatic or its associates. This bid represents an alternative to the previously announced Scheme of Arrangement between the two companies.

The offer price is final and will not be increased, with Novomatic waiving any conditions on the bid, making it unconditional. This move triggers provisions under the Scheme Implementation Deed (SID) executed in April 2025, requiring Ainsworth to negotiate amendments to reflect the alternative bid.

Independent Board Committee’s Deliberation and Recommendation

The Independent Board Committee (IBC), composed of non-executive directors independent of Novomatic, has assessed the takeover bid. They unanimously recommend that Ainsworth shareholders accept Novomatic’s offer, subject to the independent expert concluding that the bid is fair and reasonable or not fair but reasonable, and provided no superior proposal emerges.

Simultaneously, the IBC maintains its recommendation for shareholders to vote in favor of the original Scheme of Arrangement, contingent on similar expert opinions and the absence of competing proposals. This dual recommendation reflects the committee’s commitment to maximizing shareholder value while navigating complex transaction options.

Procedural Adjustments and Shareholder Considerations

To accommodate the alternative takeover bid, Ainsworth will apply to the Court to defer the Scheme Meeting originally scheduled for 29 August 2025. Shareholders can expect to receive supplementary information, including a Bidder’s Statement and Target’s Statement, in or around September 2025. These documents will include the independent expert’s report on the fairness and reasonableness of the takeover bid.

Shareholders face a choice between accepting the immediate $1.00 cash offer from Novomatic, payable within 10 business days of acceptance, or participating in the Scheme, which may include a permitted dividend and potential franking credits. The Scheme offers a total cash value of $1.00 per share, potentially split between scheme consideration and a fully franked permitted dividend, subject to tax rulings.

Fallback and Strategic Implications

The unconditional nature of Novomatic’s bid provides shareholders with a fallback option should the Scheme fail to gain approval or court sanction. If the Scheme does not proceed, Novomatic has committed to keeping the takeover bid open for at least 10 business days thereafter, ensuring continuity of opportunity for shareholders.

The amended Scheme Implementation Deed outlines detailed governance, indemnities, and conditions precedent, underscoring the legal and regulatory complexity of the transaction. Both parties have committed to best endeavours to satisfy all conditions and facilitate a smooth transition of ownership.