Novomatic’s $1.00 Bid Recommended as Ainsworth Faces $1.30 Proportional Offer
Ainsworth Game Technology’s board unanimously backs Novomatic’s $1.00 per share takeover offer, while a competing proportional bid at $1.30 per share emerges from a key shareholder.
- Novomatic’s unconditional $1.00 per share takeover bid recommended by Ainsworth’s Independent Board Committee
- Independent Expert confirms the offer is fair and reasonable to shareholders
- Kjerulf Ainsworth proposes a proportional takeover offer at $1.30 per share for 2.9% of shares
- Novomatic declines to participate in the proportional offer
- Regulatory licensing requirements remain a key consideration for major shareholders
Novomatic’s Takeover Bid Gains Board Support
Ainsworth Game Technology Limited has lodged its Second Supplementary Target's Statement in response to the unconditional off-market takeover offer from Novomatic AG. The offer, priced at $1.00 per share, covers all ordinary shares not already owned by Novomatic. The Independent Board Committee, comprising independent non-executive directors, continues to unanimously recommend shareholders accept this offer, subject to the Independent Expert’s ongoing assessment.
The Independent Expert has concluded that Novomatic’s offer is fair and reasonable to Ainsworth shareholders, reinforcing the board’s endorsement. This recommendation comes amid a backdrop of regulatory scrutiny and licensing obligations that weigh heavily on shareholder decisions.
A Rival Proportional Offer Surfaces
In a notable development, Kjerulf David Hastings Ainsworth, a significant shareholder holding 7.3% of shares, has proposed a proportional takeover offer at $1.30 per share for 2.9% of each shareholder’s holdings. This offer represents a substantial premium; approximately 28.7% above the recent closing price; and is positioned as a strategic move to increase his stake without breaching regulatory thresholds that limit ownership above 10%.
However, Novomatic has indicated it will not participate in this proportional offer, limiting its potential impact. The offer currently lacks a formal bidder’s statement and detailed disclosures, leaving shareholders advised to take no immediate action regarding this proposal.
Regulatory and Licensing Challenges Persist
With major shareholders like KDHA crossing the 5% ownership threshold, stringent gaming regulatory and licensing requirements have come into focus. Ainsworth operates in approximately 29 jurisdictions, each with its own compliance demands. Extensions for licensing submissions have been granted in several regions, but the process remains ongoing and closely monitored by the company.
This regulatory environment adds complexity to the takeover landscape, influencing shareholder strategy and the timing of any potential ownership changes.
Shareholder Landscape and Next Steps
Novomatic currently holds a dominant 61.6% stake in Ainsworth, while the top 20 shareholders collectively control over 95% of shares. The Independent Board Committee has dismissed the proportional offer as not constituting a superior proposal, maintaining its recommendation for shareholders to accept Novomatic’s bid.
The takeover offer is scheduled to close on 3 November 2025, unless extended. Shareholders and market observers will be watching closely for any shifts in the competitive bidding environment or regulatory developments that could alter the outcome.
Bottom Line?
As the clock ticks toward the takeover deadline, regulatory hurdles and competing bids set the stage for a pivotal moment in Ainsworth’s future.
Questions in the middle?
- Will Kjerulf Ainsworth formalize his proportional offer with a bidder’s statement and detailed disclosures?
- Could regulatory licensing delays impact the timing or success of the Novomatic takeover bid?
- Is there potential for a superior proposal to emerge before the offer closes on 3 November?
