Key Moments:
- Novomatic AG increased its stake in Ainsworth Game Technology Ltd to 59.8 percent, according to a recent ASX filing.
- The AU$1.00 per share offer values Ainsworth at approximately AU$336.8 million, representing a significant premium over market trading levels.
- If Novomatic attains 75 percent ownership, it plans to delist Ainsworth from the ASX, with compulsory acquisition triggered at 90 percent ownership.
Novomatic Advances in Takeover of Ainsworth
Austrian gaming supplier Novomatic AG has expanded its ownership in Ainsworth Game Technology Ltd (AGT), reaching a 59.8 percent stake following recent transactions reported to the Australian Securities Exchange (ASX). This uptick results from additional on-market purchases and acceptances under Novomatic’s ongoing off-market bid for shares it does not already own, following a prior holding of 58.8 percent earlier this month.
Takeover Offer Details and Valuation
Novomatic launched an unconditional off-market takeover offer in August, presenting AU$1.00 (US$0.645) per Ainsworth share it does not currently possess. This proposal sets Ainsworth’s total valuation at about AU$336.8 million ($222.5 million) on a fully diluted basis.
Ainsworth’s Independent Board Committee (IBC) described the offer as a substantial premium above typical trading ranges for Ainsworth shares. The appointed independent expert concluded the bid was “fair and reasonable” absent a better deal.
In a target statement to shareholders, Daniel Gladstone, Chair of the IBC, stated, “You should consider the Takeover Offer having regard to your own personal risk profile, investment strategy and tax circumstances. If you are in doubt as to whether to accept or reject the Takeover Offer, you should seek your own independent professional advice.”
Novomatic has indicated that achieving a 75 percent share will prompt an ASX delisting for Ainsworth, while reaching 90 percent ownership will enable compulsory acquisition of remaining shares. The deal is projected to close by early November 2025, contingent on further acceptances.
Building the Novomatic-Ainsworth Relationship
Novomatic has been incrementally increasing its shareholding in Ainsworth since first acquiring a controlling 52.9 percent stake from founder Len Ainsworth in 2016. Earlier in the year, the company also acquired France’s Vikings Casino Group as part of its ongoing global expansion drive. According to Novomatic executive board member Stefan Krenn, “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.”
Ainsworth’s Recent Financial Performance
For the most recent reported half-year, Ainsworth generated revenue of AU$152.1 million ($100.5 million), representing a 22 percent increase year-on-year. Despite this, EBITDA declined by 63.5 percent, and net profit decreased by 65 percent to AU$4.9 million ($3.2 million), down from AU$14.0 million ($9.3 million) in the comparable period.
| Financial Metric | Current Period | Previous Period | % Change |
|---|---|---|---|
| Revenue | AU$152.1 million ($100.5 million) | – | +22% |
| EBITDA | – | – | -63.5% |
| Net Profit | AU$4.9 million ($3.2 million) | AU$14.0 million ($9.3 million) | -65% |
Novomatic’s offer reflects an acquisition multiple of approximately 7.2 times Ainsworth’s full-year 2024 EBITDA and 7.1 times the trailing 12 months’ EBITDA as of June 30, 2025, with the IBC citing favorable comparisons to other gaming supplier deals. The independent expert valued Ainsworth shares between AU$0.93 ($0.60) and AU$1.07 ($0.69), confirming that Novomatic’s AU$1.00 ($0.645) per share proposal falls within this range. All IBC members intend to accept the offer for their respective holdings.
Termination of Scheme of Arrangement
Plans for a scheme of arrangement initiated in April 2025 were abandoned in late August, after it appeared unlikely to receive the necessary shareholder approval. At that time, Ainsworth provided the statement, “For the scheme to become effective, specified conditions precedent need to be satisfied or waived, including a requirement for Ainsworth shareholders to approve the scheme by the requisite majorities in accordance with the Corporations Act.”
Following the withdrawal of the scheme proposal, the IBC reiterated its unanimous recommendation that shareholders accept the Novomatic offer, subject to a final confirmation from the independent expert on fairness and reasonableness.
Implications for Investors and the Road Ahead
With increased ownership, Novomatic aims to strengthen its involvement with Ainsworth and realign it with broader corporate strategies. The takeover provides an all-cash deal featuring a notable premium for shareholders, plus the option to exit their investment. Full completion of the transaction, anticipated for early November, could usher in the ASX delisting of Ainsworth and deeper integration within Novomatic’s global operations.
- Author
Daniel Williams
