Ainsworth Game Technology (AGT) has reiterated its support for Novomatic’s proposed takeover, urging shareholders to accept the A$1.00 (€0.56) per share cash offer. In its recently released Target’s Statement, the Independent Board Committee confirmed its unanimous recommendation. This acknowledges that investors must ultimately weigh their own stances before making a decision.

The statement follows months of review and consideration, with the board pointing to financial and strategic reasons for backing the deal. Novomatic already holds a majority stake in Ainsworth, and the proposed transaction would consolidate its control while providing minority shareholders with an opportunity for full liquidity.

Premium Valuation and Cash Certainty

The board stressed that the bid offers shareholders a premium over Ainsworth’s recent trading levels. An independent expert concluded that the cash price falls within a fair valuation range. For the committee, the certainty of cash was highlighted as a significant benefit, particularly given Ainsworth’s historically low share liquidity.

With Novomatic’s majority stake already limiting trading opportunities, the proposal was framed as a rare chance for minority shareholders to exit at a clear and secure valuation. The offer was also seen as providing protection from future risks, including operational pressures and changing regulatory conditions that could affect the company’s performance.

Limited Alternatives and Risks of Remaining

According to the Target’s Statement, Ainsworth conducted a wide-ranging strategic review earlier in the year in search of superior alternatives but no competing offers emerged. Since the bid was announced, no rival bidder has stepped forward, and the board assessed the likelihood of a higher offer as low.

The committee warned that shareholders who remain invested face ongoing risks. Staying on as minority holders could mean limited opportunities to benefit from any potential control premium in the future.

Shareholder Concerns and Final Decision

Despite the board’s recommendation, not all investors are aligned with the proposal. Kanen Wealth Management, one of Ainsworth’s shareholders, has publicly criticised the offer, arguing that it materially undervalues the business. Other shareholders might also decline on the grounds that they believe Ainsworth’s future performance could deliver greater value than the present bid.

Tax considerations were also cited as a possible deterrent for some investors. The committee acknowledged these factors, noting that each shareholder must consider their own circumstances, including tax outcomes and risk tolerance, before reaching a conclusion.

Ultimately, the board’s recommendation rests on the view that the offer fairly reflects Ainsworth’s value while delivering immediate liquidity in a market where trading has been restricted. Shareholders now have to choose between taking guaranteed cash now or waiting to see if the company might be worth more in the future. The takeover offer is scheduled to close on 3 November, unless it is extended or withdrawn.