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Ainsworth terminates transaction deed with Novomatic after takeover offer lapses

Minority shareholders block privatisation attempt as Austrian group fails to reach 75% threshold.

2 min read
Ainsworth stop
Key Points
Ainsworth ends its Transaction Implementation Deed after Novomatic’s bid closed without success
Novomatic reached 66.6% ownership but fell short of the 75% required for privatisation
Restrictions now prevent Novomatic from making a new offer to minority shareholders for at least four months

Ainsworth Game Technology has formally terminated its Transaction Implementation Deed with Novomatic, bringing an end to the Austrian gaming group’s long-running attempt to take the company private. The decision follows the closure of Novomatic’s unconditional off-market takeover offer, which lapsed at 7pm Sydney time on 6 February after failing to secure the required level of shareholder support. 

Under the terms of the agreement, the deed was to remain in effect only if the related scheme of arrangement became effective by the specified end date. As this did not occur, Ainsworth confirmed that it exercised its right under clause 13.1(a) to terminate the deed immediately. The announcement was authorised by the Ainsworth Independent Board Committee.

Novomatic first sought to acquire Ainsworth in April 2025, offering $1 per share for the 47.1% it did not already own. That scheme failed after minority shareholders rejected the offer as undervaluing the business. The Austrian group then shifted strategy, launching an unconditional takeover in August and gradually increasing its stake to 66.6%. 

However, progressing to full privatisation required Novomatic to reach at least 75% ownership by 6 February, a threshold that was ultimately not met. As reported to the ASX, the lapse of the takeover bid automatically triggered the collapse of the transaction deed.

The outcome is viewed as a win for minority investors who resisted what they regarded as an inadequate valuation. Ainsworth also confirmed that takeover rules now prevent Novomatic from making a further offer to remaining shareholders for at least four months.

The company said it remains focused on its operational priorities while maintaining an independent governance structure following the abandoned privatisation attempt.

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Ainsworth is one of Australia’s major gaming machine manufacturers, known for its pokies and casino systems

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