NOVOMATIC, Europe’s largest gaming technology group, has announced an unconditional ‘best and final’ cash takeover offer of A$1.00 per share for all the Ainsworth Game Technology shares it does not currently own.
The Takeover Offer provides choice and certainty for Ainsworth shareholders who are concerned about future liquidity and the performance of Ainsworth shares. As the Takeover Offer is unconditional, NOVOMATIC is also eligible to purchase Ainsworth shares on-market at or below A$1.00 per share. NOVOMATIC holds the largest shareholding in Ainsworth with an existing stake of 52.9 per cent.
Ainsworth’s Independent Board Committee has maintained its unanimous recommendation of the Scheme Offer and has extended its recommendation to the Takeover Offer, in the absence of a superior proposal, and subject to the Independent Expert continuing to conclude that the Offer is fair and reasonable or not fair but reasonable to AGI Shareholders and there being no Superior Proposal. Both offers represent a 35 per cent premium to the closing price of Ainsworth shares ahead of the initial announcement and fall within the Independent Expert’s valuation range. The Independent Expert
found that the Scheme Offer price is fair and reasonable and in the best interests of Ainsworth shareholders in the absence of a superior proposal.
NOVOMATIC intends to seek a delisting of Ainsworth should a shareholding of 75% and other requirements of the ASX ultimately be achieved, further reducing liquidity and potentially leaving remaining shareholders in an unlisted entity. In the event the Scheme is not approved, and Ainsworth remains an illiquid listed company, NOVOMATIC intends to adopt a more active approach to management of its significant investment in Ainsworth, including considering increased NOVOMATIC representation on the Ainsworth Board by appointing a NOVOMATIC representative as a fifth director; and and undertaking a strategic review of Ainsworth’s business including its dividend and cash retention
policy, assets, operations, structure, employees, future capital requirements and funding mix.
Stefan Krenn, Member of the Executive Board of NOVOMATIC AG Group stated: “NOVOMATIC’s unconditional takeover offer provides instant liquidity to all Ainsworth shareholders and ensures every Ainsworth shareholder is able to make their own decision in relation to the offer, regardless of the outcome of the Scheme meeting.
“We note that a small number of shareholders including members of the Ainsworth family, have indicated they will not support the Scheme of Arrangement. This decision, if implemented, may block the Scheme and would eliminate the opportunity for Ainsworth retail shareholders to participate in the Scheme. By providing the option to sell into a takeover offer, NOVOMATIC has put the decision making process back into the hands of individual shareholders, regardless of the size of their holding.
“Given the significance of our stake in Ainsworth, NOVOMATIC intends to take a more active approach to its investment, creating greater alignment between the decision-making process and the overall investment. 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.”
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NOVOMATIC, Europe’s largest gaming technology group, has announced an unconditional ‘best and final’ cash takeover offer of A$1.00 per share for all the Ainsworth Game Technology shares it does not currently own. The Takeover Offer provides choice and certainty for Ainsworth shareholders who are concerned about future liquidity and the performance of Ainsworth shares. As…
The post NOVOMATIC announces unconditional Board recommended takeoveroffer for Ainsworth appeared first on G3 Newswire.