Novomatic AG has further strengthened its position in its pursuit of Ainsworth Game Technology (AGT), increasing its stake in the Australian gaming supplier to 58.8%. The move follows recent developments that saw the termination of a court-supervised acquisition scheme, yet leaves Novomatic’s direct takeover offer still active and progressing.
Scheme Abandoned, Takeover Bid Marches On
Ainsworth officially ended its previously proposed scheme of arrangement with Novomatic after determining that it lacked the necessary shareholder support. The Independent Board Committee (IBC) had reviewed proxy forms ahead of a scheduled vote and concluded that the “Shareholder Approval Condition Precedent” would not be met.
The scheme, announced in April 2025, would have seen Novomatic acquire the remainder of Ainsworth through a court-sanctioned process. Both parties were required to consult if any key condition became unachievable, but with time running out before a court meeting scheduled for August 29, they agreed to terminate the scheme under clauses 3.7(a) and 13.1(e) of the transaction deed.
Despite this, Novomatic’s separate off-market takeover offer remains in effect — at AU$1.00 (approximately US$0.65) per share — and, according to the company, that price will not be increased.
Novomatic Adds Another 3.6% Stake
Between August 27 and 28, Novomatic acquired an additional 12.3 million ordinary shares, bumping its stake from 55.2% to 58.8%, up from 52.9% just days earlier. The latest on-market purchases included a significant sale of over 9.3 million shares by investment management firm Allan Gray, as reported in a notice to the Australian Securities Exchange (ASX).
This steady accumulation appears to be working in Novomatic’s favor, particularly with the IBC still advising shareholders to support the offer, assuming an independent expert confirms it is either “fair and reasonable” or “not fair but reasonable.”
Board Urges Caution Ahead of Target’s Statement
Though the IBC continues to back Novomatic’s offer, it has recommended that shareholders refrain from making any decisions until the release of the company’s formal Target’s Statement, expected in September. That document will include an independent valuation and expert analysis.
However, shareholders are not bound by the committee’s request and may act independently, potentially allowing Novomatic’s stake to grow even further before the official advisory is published.
Strategic Rationale and Future Outlook
Novomatic has made it clear that this acquisition fits into a broader strategy focused on scaling its operations in the Asia-Pacific and U.S. markets. “The acquisition of Ainsworth is consistent with our international growth strategy and the expansion of our presence across the Asia-Pacific and the U.S. region,” said executive board member Stefan Krenn.
Following a dip in net profit for the first half of 2025, despite revenue rising to AU$152.1 million (a 22.4% year-on-year increase), Ainsworth’s leadership acknowledged that the takeover gives shareholders the opportunity to decide for themselves. The company stated that the end of the scheme process “allows every shareholder to make their own decision in relation to the AU$1 per AGI Share, unconditional Offer, while it remains open.”
Source:
“Novomatic’s stake in Ainsworth steadily rises to 58.8%”, gamblinginsider.com, August 28, 2025
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