Novomatic scheme of arrangement to acquire Ainsworth terminated; takeover offer still active
Supreme Court application to cancel scheme meeting underway.
Key points:
– Scheme of arrangement between Ainsworth and Novomatic has been terminated
– Shareholder approval condition unlikely to be met
– Novomatic’s off-market takeover bid remains active
Ainsworth Game Technology has confirmed the termination of its proposed scheme of arrangement with Novomatic AG after determining that the required shareholder support will not be achieved.
The Independent Board Committee (IBC) of Ainsworth reviewed proxy forms lodged to date and concluded that the condition requiring shareholder approval under the Corporations Act is unlikely to be fulfilled. The scheme had aimed to facilitate Novomatic’s full acquisition of Ainsworth through a court-approved process.
The parties have agreed to waive the consultation period required under the Implementation Deed and to terminate the agreement in relation to the scheme only. Ainsworth will now apply to the Supreme Court of New South Wales to cancel the scheme meeting, which was scheduled for 29 August 2025.
Novomatic’s Bidder’s Statement was released to the ASX on 20 August 2025. The IBC continues to unanimously recommend that shareholders, other than Novomatic, accept the offer, subject to an independent expert concluding that the bid is fair and reasonable or not fair but reasonable and in the absence of a superior proposal.
Good to know: The Implementation Deed remains in force regarding Novomatic’s unconditional off-market takeover bid, which proposes to acquire all outstanding Ainsworth shares at AU$1.00 (US$0.65) per share
A Target’s Statement containing the independent expert’s report will be issued in or around September 2025. Shareholders are advised to take no action until they have reviewed the document.
Novomatic previously spoke exclusively to Gambling Insider, insisting it would not increase its final offer to acquire Ainsworth. It has thus far remained true to this promise.
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