Novomatic Seeks Complete Control of Ainsworth Through New Buyout
Austria-based gaming equipment supplier Novomatic AG has outlined its plan to purchase all remaining shares of Ainsworth Game Technology Ltd., an Australian maker of slot machines. At present, Novomatic owns 52.9% of Ainsworth’s shares and is aiming to complete a full acquisition through a newly proposed transaction.
LISTEN TO THIS ARTICLE:Ainsworth stated in a company filing that it has entered into a scheme implementation deed with Novomatic. This agreement would allow Novomatic to secure the remaining 47.1% of Ainsworth shares it does not already control, through a scheme of arrangement. As part of the terms, shareholders of Ainsworth will be offered AUD1.00 (approximately US$0.64) in cash for every share they hold once the scheme is finalized.
Related: Novomatic Receives UAE Vendor Gaming LicenseThe price offered to shareholders represents a roughly 35% premium compared to Ainsworth’s share price at the close of trading on the Thursday before the announcement was made. Due to a public holiday in Australia, there was no trading on Friday. Based on the offered terms, Ainsworth’s total enterprise value is estimated at about AUD336.5 million, according to the filing.
Completion of the acquisition is subject to a few standard conditions, most notably the approval of Ainsworth shareholders. A special committee formed by the Ainsworth board to assess the offer has unanimously advised shareholders to support the scheme. The committee believes the proposal offers appropriate value to minority shareholders and serves their interests.
Novomatic has confirmed that its offer is final and will not be raised. However, if Ainsworth declares a dividend before the transaction closes, the dividend amount will be deducted from the cash payout to shareholders. This condition is intended to preserve the total value of the deal as initially proposed.
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Daniel Gladstone, who serves as chairman of Ainsworth, remarked that the Novomatic proposal, considering its existing status as majority shareholder, offers a substantial premium over the historical trading value of Ainsworth shares. He described the offer as a strong opportunity for minority shareholders. Ainsworth has appointed Macquarie Capital as its financial adviser and Clayton Utz as its legal adviser to assist with the transaction process.
In its financial reporting for the calendar year 2024, Ainsworth recorded a net profit slightly above AUD30.3 million, marking a significant improvement from the net loss of AUD6.5 million posted the previous year. Nonetheless, financial performance across different business areas varied.
Within the Asia-Pacific division, which includes operations in Australia, New Zealand, and Asia, Ainsworth experienced a drop in revenue. The division generated AUD42.7 million in revenue for 2024, a decline compared to the AUD48.8 million reported in 2023. Ongoing intense competition in those markets was cited as a major factor behind the weaker performance.
Novomatic’s move to fully integrate Ainsworth reflects a strategy to strengthen its control and unify the operational goals of both businesses. Approval from Ainsworth shareholders remains the key milestone needed to complete the buyout.
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