Novomatic AG’s unconditional takeover offer to acquire all shares in Australian subsidiary Ainsworth Game Technology (AGT) it didn’t already own came to a close late last week, with AGT confirming today that Novomatic’s takeover bid did not succeed and that the related Transaction Implementation Deed has been terminated.
Although final results of the offer have not yet been released, Novomatic’s last declared holding on 29 January had its stake in AGT at 66.59% – up from the 52.9% it held when the takeover offer commenced last August but still well below the 75% it needed to take AGT private.
Novomatic had launched the takeover offer after terminating a previous scheme of arrangement for 100% ownership of AGT when it became clear that a block of smaller AGT shareholders had rallied enough support to block the transaction.
Addressing the situation in an ASX filing late Wednesday, AGT confirmed that Novomatic’s takeover offer had closed at 7pm last Friday 6 February 2026, adding, “As the Scheme has not become Effective on or before the End Date and the Novomatic Takeover Offer has lapsed, Ainsworth advises that it has terminated the Transaction Implementation Deed … effective immediately.”
This means that Novomatic is no longer bound to pursue the acquisition of shares under that agreement while AGT is no longer restricted by the deal terms.
As per Australia’s Corporations Act (2001), Novomatic is also prohibited from making another offer for control of AGT for four months following the closure date.
The company’s failure to reach the desired level of control comes after minority shareholders led by Kjerulf Ainsworth – son of company founder Len – publicly outlined their belief that Novomatic’s offer of AU$1.00 per share had significantly undervalued AGT.
Ainsworth also launched his own offer of AU$1.30 per share in a bid to increase his interest in the company from 7.27% to 9.9%, however this offer closed on 30 January and no public announcement has been made as to whether he materially increased his own holding in AGT during the offer period.
RelatedPosts
