• Austrian gaming giant Novomatic has launched an unconditional cash takeover offer for Ainsworth Game Technology (AGT) at a “best and final” price of AU$1 per share.
• The move is a direct response to opposition from a group of minority shareholders, including the founder’s son Kjerulf Ainsworth, who argue the bid significantly undervalues the company.
• Novomatic, which already owns 52.9% of AGT, is running this new offer in parallel with its original scheme of arrangement, effectively giving individual shareholders a way to sell even if the scheme is voted down.
• Dissenting shareholders claim AGT’s US property assets are undervalued and that the company’s true worth is closer to AU$3 per share.
• If its takeover plan fails, Novomatic has stated it will take a more active management role and seek to delist AGT from the ASX if its shareholding passes 75%.

Austrian gaming technology conglomerate Novomatic AG has escalated its efforts to acquire full control of Australian slot machine manufacturer Ainsworth Game Technology (AGT) by launching a second, parallel takeover bid designed to break a deadlock with dissenting minority shareholders.

Novomatic, which already holds a controlling 52.9% stake in AGT, has now launched an unconditional cash takeover offer at AU$1 per share. This runs alongside its previously tabled scheme of arrangement at the same price. The new offer is a clear strategic manoeuvre to bypass a vocal group of holdouts, as it allows individual shareholders to sell their shares directly to Novomatic regardless of how others vote on the scheme. The price has been declared “best and final.”

Minority Shareholders Allege Undervaluation

The move comes after significant pushback from several minority shareholders, who argue that the AU$1 per share offer is inadequate. The opposition is led by Kjerulf Ainsworth, son of the company’s founder and its second-largest shareholder.

Ainsworth has publicly accused Novomatic of undervaluing AGT, particularly its US property assets, and has called for a full, updated valuation. “We’d like full access to the properties for an updated valuation,” he told the Australian Financial Review in July, stating his belief that the company’s shares should be valued closer to AU$3. Other investment firms, including Allan Gray and Spheria Asset Management, have also expressed their dissatisfaction with the offer price.

Novomatic Puts Control in Shareholders’ Hands

Novomatic has acknowledged the lack of support for its scheme of arrangement from “a small number of shareholders.” However, it argues that the new unconditional takeover offer empowers individual investors.

“ 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,” said Novomatic Board Member Stefan Krenn. AGT’s independent board committee has continued to recommend that shareholders accept the proposal in the absence of a superior one.

The Endgame: An Inevitable Delisting?

Novomatic has also made its intentions clear should its efforts to acquire the company outright be thwarted. If the scheme of arrangement, which is set to be voted on at a meeting on 29 August, is not approved, the company has confirmed it will adopt a “more active approach” to managing its investment.

This would include increasing its representation on AGT’s board and conducting a full strategic review of the business. Crucially, Novomatic has also stated its intention to delist AGT from the Australian Securities Exchange (ASX) if its shareholding rises above the 75% threshold. This puts significant pressure on the remaining shareholders, who must now weigh the certainty of a AU$1 cash offer against the risk of eventually holding illiquid shares in a private, Novomatic-controlled company.