Ainsworth Game Technology has issued its Target’s Statement in response to an unsolicited and unconditional proportional off-market takeover bid from Kjerulf David Hastings Ainsworth, the son of company founder Len Ainsworth.
Under the proposal, Kjerulf Ainsworth is offering AU$1.30 in cash per share for 5.5% of each shareholder’s Ainsworth holding, rounded down to the nearest whole number. The offer is unconditional and is scheduled to close at 7.00pm Sydney time on 27 April 2026, unless extended.
The Independent Board Committee, formed to address potential conflicts arising from Novomatic AG’s 67.39% controlling stake, has unanimously recommended that shareholders accept the offer in the absence of a superior proposal. The committee comprises the company’s independent directors and excludes those associated with Novomatic.
The AU$1.30 offer represents a 23.8% premium to Ainsworth’s closing price of AU$1.05 on the last trading day before the announcement, a 23.6% premium to the one-month volume weighted average price and a 31.3% premium to the closing price of AU$0.99 on the last practicable date.
Shareholders who accept will receive certain, all-cash consideration for 5.5% of their investment, without brokerage or stamp duty costs for issuer-sponsored holdings. However, the board noted that accepting the bid would increase Kjerulf Ainsworth’s influence. He currently holds a relevant interest of approximately 8.24%, with combined Ainsworth family holdings amounting to around 20.87% of shares on issue.
The company has urged investors to review both the Target’s Statement and the Bidder’s Statement carefully and to seek independent professional advice before deciding whether to accept the offer.
This marks the second proportional bid by Len Ainsworth’s son in four months
