Australian slot machine and games developer Ainsworth Game Technology Limited (AGT) and its parent company Novomatic AG have terminated a scheme of arrangement under which Novomatic was looking to take 100% ownership, confirming they have deemed it unlikely that specific conditions precedent would be satisfied.
Novomatic will, however, proceed with an unconditional takeover bid through which it will acquire all of the shares of any shareholders who accept the offer. The company currently holds a controlling 52.9% stake in AGT.
Cancellation of the scheme of arrangement appears to be an admission that a block of AGT shareholders led by the son of company founder Len Ainsworth that planned to vote against the scheme had rallied enough support to block the transaction.
“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,” AGT said.
“The Ainsworth Independent Board Committee has assessed the lodged proxy forms to date and determined that it is unlikely that the Shareholder Approval Condition Precedent will be satisfied.
“Given the imminent requirement to apply to the Court to either defer or cancel the Scheme Meeting currently scheduled for 29 August 2025, Ainsworth and Novomatic have agreed to waive the required consultation period and to terminate the Implementation Deed in respect of the Scheme … effective immediately.
“The Implementation Deed remains in effect in respect of the Novomatic Takeover Bid.”
AGT’s Independent Board Committee added that it maintains its unanimous recommendation that AGT shareholders accept the Novomatic takeover bid, subject to an independent expert concluding and continuing to conclude that the bid is fair and reasonable, or not fair but reasonable to AGT shareholders and there being no superior proposal.
A report by such independent expert is expected to be sent to shareholders in September.
Novomatic’s unconditional takeover bid offers shareholders a price of AU$1.00 per share, with the Austrian gaming giant stating recently that this offer price is final and will not be increased.
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