Novomatic has submitted an off-market takeover bid of AU$1 (US$0.64) in cash per share to acquire all outstanding shares it does not currently own in Ainsworth Game Technology.
Tabling the proposal, Novomatic said this was its “final” offer to take full control of the Australian slot machine supplier. It added the bid was “unconditional” and that the price would not be increased further.
Novomatic initially tabled a scheme implementation deed in April this year, also valued at $1 per share, or a total enterprise value of $336.5 million. However, the IBC viewed the latest proposal as an “alternative takeover bid”, with it being Novomatic’s final offer.
Ainsworth’s Independent Board Committee (IBC), comprised of three non-executive directors, has recommended shareholders vote in favour of the scheme. The IBC added the offer is in the best interests of Ainsworth shareholders, “in the absence of a superior proposal”.
Should shareholders approve the bid, they will receive $1 in cash for each Ainsworth’s share they hold within 10 business days of acceptance. A scheme meeting on the matter is due to take place on 29 August.
Novomatic seeks international growth
Ainsworth is listed on the Australian Securities Exchange (ASX). Its headquarters are in Newington, Sydney and has operations worldwide. The company provides gaming machines in Australia, Asia and the Americas.
At present, Novomatic holds 52.9% of the total shares in Ainsworth. The company acquired the majority stake in January 2018, with the remaining 47.1% shared between other holders.
Any full takeover would be subject to various other approvals. These include sign-off from the Australian Securities Exchange, Australian Securities Investments Commission and the Federal Court of Australia.
Speaking at the time of the April agreement, Novomatic executive board member Stefan Krenn said the acquisition fit in with the company’s international growth plans.
“The acquisition of Ainsworth is consistent with our international growth strategy and the expansion of our presence across the Asia-Pacific and the US region,” Krenn said. “As a long-term shareholder we are familiar with the business and believe that integrating Ainsworth into our operations is in the best interest of this strategy.”
Ainsworth slips to comprehensive net loss in H1
The new offer follows Ainsworth posting its financial results for the first half of 2025. These revealed a 25.3% year-on-year increase in revenue, mainly due to higher land-based sales in all key regions, particularly in North America and Asia Pacific.
However, Ainsworth said its margin of 56% for H1 was impacted by mix of product sales in North America and Latin America, as well as a decrease in online revenue, with high margin during the half.
Cost of sales jumped 66.2% but revenue growth meant gross profit increased 4.8% year-on-year. However, with spending also higher in other areas, operating profit dipped 24.6% to $9.5 million.
After finance costs and foreign exchange loss, pre-tax profit hit $1.6 million, down 89.8%. The group was able to claw back $3.4 million in income tax income, meaning net profit during H1 reached $4.9 million, a drop of 65%.
However, it also included $9 million in negative foreign currency translation impact, with this only partially offset by $4.9 million in profit attributed to owners of the company. As such, Ainsworth ended H1 with a comprehensive net loss of $4.1 million, in contrast to last year’s $18.1 million profit.
In addition, EBITDA for the six-month period fell 48.2% to $14.6 million.
Novomatic currently holds 52.9% of the total shares in Australia-based Ainsworth.