Supreme Court application to cancel scheme meeting underway.
Key Points
- Scheme of arrangement between Ainsworth and Novomatic has been terminated.
- Shareholder approval condition unlikely to be met.
- Novomatic’s off-market takeover bid remains active.
Ainsworth Game Technology confirmed the termination of its scheme of arrangement with Novomatic AG after failing to secure the necessary shareholder support. The Independent Board Committee (IBC) at Ainsworth reviewed the proxy forms submitted so far and decided that the Corporations Act requirement for shareholder approval is not likely to be satisfied. This scheme aimed to support Novomatic’s full acquisition of Ainsworth using a court-approved method.
Both companies agreed to skip the consultation period set under the Implementation Deed and ended only the part of the agreement relating to the scheme. Ainsworth will now apply to the Supreme Court of New South Wales to cancel the scheme meeting scheduled for 29 August 2025. Novomatic’s Bidder’s Statement was announced on the ASX on 20 August 2025. The IBC still unanimously advises shareholders, except Novomatic, to consider accepting the offer after an independent expert decides if the bid is fair and reasonable or not fair but reasonable, and if no better proposal exists.
Takeover Bid Continues
The Implementation Deed remains in effect for Novomatic’s conditional off-market takeover bid, which proposes buying all remaining Ainsworth shares at AU$1.00 (US$.65) per share. A Target’s Statement, including the independent expert’s report, will be released around September 2025. Shareholders are asked to take no action until the document is reviewed. Novomatic previously told Gambling Insider its final offer for Ainsworth would not increase. So far, Novomatic has kept this promise.