Key Moments:
- The Ainsworth Independent Board Committee has reaffirmed support for Novomatic AG’s unconditional takeover bid.
- Kjerulf David Hastings Ainsworth has offered a proportional takeover at AUD 1.30 per share, a 28.7 percent premium over the recent closing price.
- Novomatic AG’s shareholding in Ainsworth has increased to 61.6 percent as of 27 October 2025.
Board Committee Maintains Support for Novomatic Takeover
Ainsworth Game Technology Ltd’s Independent Board Committee (IBC) has reiterated its recommendation for shareholders to accept Novomatic AG’s unconditional off-market bid for all ordinary shares not already held by the Austrian gaming conglomerate.
This reaffirmation was set out in the company’s Second Supplementary Target’s Statement, filed with the Australian Securities Exchange (ASX) on 29 October 2025, as required by section 644(1) of the Corporations Act 2001 (Cth).
The IBC, consisting of Daniel Gladstone, Graeme Campbell, and Heather Scheibenstock, unanimously backs the offer for all shareholders other than Novomatic. The recommendation is subject to the Independent Expert continuously finding the offer fair and reasonable, or not fair but reasonable, and in the absence of any superior proposal.
“The Independent Expert has concluded that the Offer is fair and reasonable to Ainsworth shareholders, in the absence of a superior proposal,” the company said in its filing.
Takeover Details and Valuation
Novomatic’s proposal involves an unconditional, off-market acquisition of all remaining Ainsworth shares at AUD 1.00 per share. This bid values the company at approximately AUD 336.8 million (US$222.5 million) on a fully diluted basis. The offer is scheduled to close at 7pm (Sydney time) on 3 November 2025, unless extended.
Kjerulf Ainsworth Table a Proportional Takeover Offer
Ainsworth confirmed that after market close on 22 October 2025, it received a proportional takeover proposal from Kjerulf David Hastings Ainsworth, son of company founder Len Ainsworth. He is seeking to purchase 2.9 percent of each shareholder’s stake for AUD 1.30 (US$0.84) per share, which equates to a 28.7 percent premium on Ainsworth’s closing price of AUD 1.01 as of 21 October 2025, and a 24.1 percent premium on the 30-day volume-weighted average price.
“While a proportional takeover bid is not required in the current circumstances, I wish to make the offer price available to all shareholders, while ensuring my holding in Ainsworth Game remains below 10 percent, so as to avoid triggering complications under Ainsworth Game’s regulatory licences,” Kjerulf Ainsworth stated in his ASX letter.
Full acceptance of his offer by shareholders would raise Kjerulf Ainsworth’s stake from 7.27 percent to 9.9 percent, staying under the 10 percent licensing threshold. However, since Novomatic has said it will not participate in the proportional offer, the resulting increase in Kjerulf Ainsworth’s total holdings could be less than one percent.
“At this stage Ainsworth has not received a bidder’s statement, or further information necessary for the Independent Board Committee to assess the proposed offer,” the company said. “As such, shareholders should take no action in relation to the proposed proportionate offer at this stage.”
According to the IBC, the proportional offer does not represent a superior alternative to Novomatic’s full takeover bid.
Shareholder and Ownership Structure
As of 27 October 2025, Novomatic AG held 61.6 percent of Ainsworth shares, up from the 52.9 percent stake it acquired from company founder Len Ainsworth in 2016. Kjerulf Ainsworth maintains ownership of 7.3 percent, while Ainsworth family-associated entities collectively control about 19.96 percent of the company. The 20 largest shareholders together possess 95.4 percent of all outstanding shares, as indicated in company filings.
Novomatic has previously conveyed its intention to remove Ainsworth from the ASX once it achieves a 75 percent holding, with a move toward compulsory acquisition if its stake exceeds 90 percent.
Regulatory Landscape and Compliance
The company’s filing states that Kjerulf Ainsworth’s efforts to increase his shareholding must comply with gaming regulatory and licensing laws across approximately 29 jurisdictions in which Ainsworth operates. Multiple gaming authorities have sought personal disclosures and licensing applications from Kjerulf Ainsworth. Relevant authorities have granted extensions, with no definitive deadlines established. Ainsworth continues to track the status of these applications to remain compliant with applicable regulations.
Ownership Breakdown Table
| Shareholder | Ownership (%) |
|---|---|
| Novomatic AG | 61.6 |
| Kjerulf Ainsworth | 7.3 |
| Ainsworth family-associated entities | 19.96 |
| Top 20 shareholders (combined) | 95.4 |
- Author
Daniel Williams
