NOVOMATIC Launches Unconditional Takeover Offer for Ainsworth, Backed by Board Recommendation

Europe’s leading gaming technology group, NOVOMATIC AG Group (NOVOMATIC), has officially launched an unconditional, board-recommended cash takeover offer for all outstanding shares in Ainsworth Game Technology Limited (Ainsworth) at A$1.00 per share. This "best and final" offer runs in parallel with NOVOMATIC’s existing Scheme of Arrangement and provides Ainsworth shareholders with immediate liquidity and strategic clarity.

Currently holding a 52.9% majority stake in Ainsworth, NOVOMATIC is eligible to purchase additional shares on-market at or below the offer price.

Ainsworth Board Endorses Takeover Offer

Ainsworth’s Independent Board Committee has unanimously recommended the Takeover Offer, as well as the Scheme Offer, in the absence of a superior proposal. The recommendation is subject to the Independent Expert continuing to find the offer fair and reasonable, or not fair but reasonable, to Ainsworth shareholders.

Both the Takeover and Scheme Offers reflect a 35% premium over Ainsworth’s share price prior to the initial announcement and fall within the Independent Expert’s valuation range.

Shareholder Consideration and Dividends

The A$1.00 per share Takeover Offer mirrors the Scheme Implementation Deed executed on April 28, 2025. A vote on the Scheme is currently scheduled for August 29, 2025, although NOVOMATIC anticipates Ainsworth may apply to postpone the meeting in light of the new offer.

Under the Scheme, shareholders could receive a fully franked dividend of A$0.19 per share, with the remainder of the A$1.00 consideration paid in cash. This structure offers eligible shareholders up to A$1.08 in total value per share, thanks to the added franking credit benefit—an advantage not available under the Takeover Offer.

Strategic Intentions

If the Scheme is approved, NOVOMATIC plans to seek delisting of Ainsworth upon reaching a 75% shareholding threshold, which would significantly reduce market liquidity.

Should the Scheme not proceed, NOVOMATIC will pursue a more active management role, including:

Increasing representation on Ainsworth’s Board,

Initiating a strategic business review, including operations, capital structure, dividend policy, and funding strategies.

Executive Statement

Stefan Krenn, Executive Board Member of NOVOMATIC AG Group, emphasized the benefits of the unconditional offer: “This offer provides immediate liquidity and empowers all shareholders to make their own decision, regardless of the Scheme outcome. While certain shareholders, including members of the Ainsworth family, may oppose the Scheme, our Takeover Offer returns control to individual shareholders."

He added: “The acquisition aligns with our global expansion strategy, particularly in the Asia-Pacific and U.S. markets. We are committed to leveraging our majority stake to drive long-term value and enhance alignment between investment and decision-making.”

Next Steps

Shareholders are urged to review NOVOMATIC’s Bidder’s Statement for full details on the Takeover Offer and intentions. The Scheme Booklet remains a key source for information on the Scheme, including the notice of meeting and Independent Expert’s report.

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