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Ainsworth Game Technology has confirmed receipt of a proportionate takeover offer from Kjerulf Ainsworth, the company’s second-largest shareholder and son of founder Len Ainsworth, marking the latest development in the ongoing battle for control of the ASX-listed poker machine manufacturer.
Kjerulf Ainsworth has offered AUD $1.30 per share to acquire 2.9% of shares from each AGT shareholder, representing a 30% premium over Novomatic’s unconditional takeover bid of AUD $1.00 per share announced in August. The offer also represents a 29% premium over AGT’s closing price of AUD $1.01 on October 22.
Novomatic Maintains Control Despite Challenge
Austrian gaming company Novomatic currently holds a 61.5% controlling stake in Ainsworth Game Technology, having increased its position from 52.9% since launching its initial acquisition attempt earlier this year. The company originally pursued a scheme of arrangement that failed to secure necessary support from minority shareholders, prompting a shift to an unconditional off-market takeover offer.
Novomatic has indicated it will not accept Kjerulf Ainsworth’s proportionate offer and maintains its AUD $1.00 per share bid as its "best and final" offer for the remaining 47.1% of AGT shares it does not own.
Independent Board Maintains Recommendation
Ainsworth Game Technology’s Independent Board Committee (IBC) has stated it continues to recommend shareholders accept Novomatic’s takeover bid, subject to an independent expert concluding the offer is fair and reasonable to AGT shareholders. Based on currently available information, the IBC does not consider Kjerulf Ainsworth’s proposal to be a superior offer.
The company noted it has not yet received a bidder’s statement or sufficient information to properly assess the new proposal, advising shareholders to take no action regarding the proportionate offer at this stage.
Regulatory Considerations and Strategic Intent
In his offer letter dated October 22, Kjerulf Ainsworth explained his decision to structure the bid as a proportionate offer rather than a standard takeover bid. He stated the approach ensures his holding in Ainsworth Game remains below 10%, avoiding complications under the company’s regulatory licenses in multiple gaming jurisdictions.
"While a proportional takeover bid is not required in the current circumstances, I wish to make the offer price available to all shareholders, while ensuring my holding in Ainsworth Game remains below 10 percent, so as to avoid triggering complications under Ainsworth Game’s regulatory licences," Kjerulf Ainsworth wrote in his offer letter.
He added that he believes Ainsworth Game Technology is currently undervalued and represents an investment opportunity in an industry that continues to grow.
Background of Shareholder Opposition
Kjerulf Ainsworth, who currently holds 7.3% of AGT shares after increasing his stake from 5.58%, has been vocal in his opposition to Novomatic’s acquisition attempts. He previously led a block of shareholders in rejecting Novomatic’s initial scheme of arrangement, arguing the offer significantly undervalues the company.
Other prominent investors including Allan Gray and Spheria Asset Management, collectively representing approximately 20% of AGT shares alongside Kjerulf Ainsworth, have also expressed opposition to Novomatic’s bid, citing concerns that the AUD $1.00 per share offer does not reflect the company’s full value, particularly its property holdings.
As holder of more than 5% of Ainsworth shares, Kjerulf Ainsworth is required to submit personal disclosures or apply for licensure under gaming laws and regulations in multiple gaming jurisdictions where AGT operates.
Company Performance Context
Ainsworth Game Technology designs, develops, manufactures, and supplies gaming machines and associated equipment, focusing primarily on poker machines for regulated markets worldwide. The company reported expected profit before tax of approximately AUD $14 million for the six months ending June 30, 2025, with revenue growth of 6% driven by the release of its Raptor cabinet in Australia.
The takeover battle continues as both parties position for control of the Australian gaming machine supplier, with shareholders ultimately holding the deciding vote on the company’s future ownership structure.
Source: Gaming Intelligence
