New Novomatic takeover offer targets all Ainsworth shareholders, but price not increased
Novomatic’s “best and final” AU$1.00 per share bid runs in parallel with its scheme offer, as family shareholders prepare to vote against the deal.
Key points:
– Novomatic launches unconditional AU$1.00 takeover bid for remaining Ainsworth shares
– Offer runs alongside Scheme of Arrangement ahead of 29 August vote
– Company maintains price will not increase despite shareholder opposition
Novomatic has launched an unconditional takeover bid for all Ainsworth Game Technology (AGT) shares it does not already own, offering AU$1.00 (US$0.64) per share in cash.
The Austrian group, which holds 52.9% of Ainsworth, said the new offer provides certainty and liquidity for shareholders concerned about the stock’s future performance.
The bid will run in parallel with Novomatic’s existing Scheme of Arrangement, also priced at AU$1.00 per share.
The Independent Board Committee of Ainsworth has recommended shareholders accept both offers in the absence of a superior proposal, subject to the Independent Expert maintaining its conclusion that the offer is fair and reasonable.
Both offers represent a 35% premium to Ainsworth’s closing price before the deal was first announced.
Since the takeover offer is unconditional, Novomatic is also entitled to purchase shares on-market at or below A$1.00.
However, the company confirmed it will not raise the bid, a position it emphasised in an exclusive Gambling Insider interview earlier this month, where it described the price as “best and final.”
Good to know: Ainsworth’s scheme meeting, scheduled for 29 August, may now be postponed following the new offer
Novomatic acknowledged that some Ainsworth family shareholders have indicated they will vote against the Scheme of Arrangement. By introducing the unconditional bid, Novomatic said it was “putting the decision-making process back into the hands of individual shareholders.”
If the scheme is not approved, Novomatic stated it would adopt a more active approach to its investment, which could include seeking additional board representation and reviewing Ainsworth’s dividend policy, assets and structure.
The company also reiterated that if its ownership stake reaches 75%, it would seek a delisting from the Australian Securities Exchange.
Novomatic acquired its majority holding in Ainsworth from founder Len Ainsworth in 2016. The company has since pursued expansion across Asia-Pacific and North America, while Ainsworth continues to supply slot machines to regulated markets worldwide.
The outcome of the takeover now rests with Ainsworth shareholders, with a revised timeline for the vote expected to be announced in the coming weeks.
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