Novomatic increases Ainsworth stake to 55.2% amid takeover

The global gaming supplier Novomatic AG has increased its shareholding in Australian slot machine manufacturer Ainsworth Game Technology Limited (Ainsworth) to 55.2%, intensifying its pursuit of full ownership. The latest development follows the termination of a scheme of arrangement, a move that had cast temporary uncertainty over the acquisition process. Despite the withdrawal of that particular scheme, Novomatic has reiterated its commitment to proceed with a separate cash takeover offer, maintaining momentum in what has become one of the most closely watched transactions in the gaming and technology industry this year.

A strategic rise in shareholding

Novomatic confirmed that it has raised its stake in Ainsworth by 2.3%, securing majority control of the Australian-listed company. This incremental increase pushes its total holding to 55.2%, giving the Austrian supplier a controlling interest and strengthening its ability to influence Ainsworth’s corporate strategy.

While a controlling interest does not equate to full ownership, it gives Novomatic greater leverage in directing future developments at Ainsworth. Market analysts suggest that this enhanced position may help facilitate shareholder approval for the ongoing takeover bid, which is still in play despite the abandoned scheme of arrangement.

Withdrawal of the scheme of arrangement

The withdrawal of the scheme of arrangement represented a notable procedural shift in Novomatic’s acquisition strategy. According to corporate disclosures, the scheme was pulled due to concerns regarding whether it would gain sufficient shareholder support in a court-approved process.

The New South Wales Supreme Court has now cancelled Ainsworth’s previously scheduled Scheme Meeting, which was intended to allow shareholders to vote on the proposal. The decision effectively ends that pathway, though Novomatic’s direct takeover offer remains active.

Continuation of the AU$1 per share takeover bid

Novomatic may have withdrawn the scheme of arrangement, but the company continues to pursue its wider goal of completing the acquisition. It has confirmed its separate takeover offer of AU$1 per Ainsworth share, equivalent to approximately US$0.65. This proposal, which values Ainsworth at a significant premium compared with earlier trading periods, has been positioned as fair and reasonable by the company’s independent advisors.

The Independent Board Committee (IBC) of Ainsworth has formally advised shareholders, other than Novomatic, to support and approve the takeover proposal. The IBC emphasised that it considers the offer to be in the best interests of shareholders and that it does not expect a superior proposal to emerge.

Target’s statement to be issued

As part of the formal takeover process, Ainsworth has announced that it will distribute a Target’s Statement to all shareholders in the coming weeks. This document will include independent expert analysis evaluating the fairness of Novomatic’s offer and provide detailed information about the potential implications of the transaction.

The company has asked shareholders not to make a final decision or take any action until they have reviewed the Target’s Statement. This cautious approach reflects regulatory expectations designed to ensure shareholders are fully informed before voting on the proposal.

Shareholder reaction and market response

The news of Novomatic’s increased stake and the continuing takeover offer has already had a visible impact on the market. Data from the Australian Securities Exchange (ASX) indicates a surge in trading activity for Ainsworth shares, with prices showing stability in the face of heightened investor interest.

Market observers note that the AU$1 per share proposal represents a relatively firm valuation given Ainsworth’s recent financial performance. For long-term shareholders, the takeover offer presents an opportunity to secure immediate returns, although some industry commentators believe that the company’s long-term restructuring efforts could provide growth potential if it remains independent.

Financial performance and corporate restructuring

Ainsworth’s financial performance over the past year has been mixed. Earlier in 2024, the company reported weaker results, which initially set the stage for heightened takeover interest from Novomatic. In response, Ainsworth has undertaken internal restructuring, particularly at the senior management level, to streamline operations and better position itself for future challenges.

More recently, Ainsworth reported a 22% year-on-year increase in revenue for the first half of 2025. However, both net profit and EBITDA saw declines, signalling underlying pressures on margins and operational efficiency. These contrasting results underscore the strategic value that Novomatic sees in fully integrating Ainsworth within its broader global operations, where scale and technology synergies could offset such pressures.

Novomatic’s wider growth strategy

Novomatic’s interest in Ainsworth is consistent with its broader global expansion strategy. The company has been steadily growing its presence across international markets, both through organic growth and through acquisitions.

In July 2025, Novomatic finalized the purchase of the French Vikings Casino Group, strengthening its presence and influence within the European market. The Ainsworth takeover, meanwhile, offers a unique opportunity to expand its footprint in the Asia-Pacific region and strengthen its product portfolio, particularly in electronic gaming machines and digital gaming technologies.

Regulatory and legal considerations

As with all cross-border acquisitions, the Novomatic-Ainsworth transaction is subject to regulatory oversight. While Novomatic already holds majority control, completing a full takeover requires adherence to corporate governance requirements under Australian law, as well as compliance with securities regulations.

The involvement of the New South Wales Supreme Court in overseeing aspects of the scheme of arrangement highlights the importance of judicial oversight in safeguarding shareholder rights. With the scheme cancelled, the focus has shifted entirely to the standard takeover framework, which involves direct shareholder decision-making without court approval.

Implications for the global gaming industry

If successful, the transaction could reshape the competitive dynamics of the gaming sector. Ainsworth has long been regarded as a key supplier of gaming machines in Australia, with growing international reach. By integrating Ainsworth, Novomatic could accelerate product development, enhance distribution networks, and leverage shared expertise in both land-based and online gaming.

Industry experts suggest that the move also reflects wider consolidation trends within the gaming industry, where major suppliers are seeking scale to withstand regulatory challenges, evolving consumer demand, and technological disruption.

Conclusion

Novomatic’s decision to increase its stake in Ainsworth to 55.2% marks a significant milestone in its pursuit of full ownership. While the cancellation of the scheme of arrangement may have altered the pathway, it has not dampened the Austrian supplier’s determination to complete the acquisition. With the takeover bid still active at AU$1 per share and supported by Ainsworth’s Independent Board Committee, the coming weeks will be critical as shareholders review the forthcoming Target’s Statement before casting their votes.

For Novomatic, the potential acquisition not only consolidates its control over Ainsworth but also strengthens its global expansion strategy. For shareholders, regulators, and industry observers alike, the outcome of this process will serve as a key indicator of future consolidation trends in the international gaming industry.

FAQs

What percentage of Ainsworth does Novomatic now own?
Novomatic has increased its stake to 55.2%, giving it majority control of Ainsworth.

Why was the scheme of arrangement withdrawn?
The scheme was withdrawn due to concerns that it would not secure sufficient shareholder approval through the court-supervised process.

Is the takeover bid still active?
Yes, Novomatic has maintained its takeover bid of AU$1 per Ainsworth share despite the cancellation of the scheme of arrangement.

What does the Independent Board Committee recommend?
Ainsworth’s Independent Board Committee has recommended that shareholders, excluding Novomatic, accept the takeover offer.

What is a Target’s Statement?
A Target’s Statement is a formal document sent to shareholders providing expert analysis on the fairness of a takeover offer.

How has the market responded to the takeover news?
Trading activity in Ainsworth shares has surged, with prices remaining stable, reflecting strong investor interest.

What are Ainsworth’s recent financial results?
Ainsworth reported a 22% rise in revenue for H1 2025, though profit and EBITDA both declined during the same period.

How does this acquisition fit Novomatic’s strategy?
The acquisition aligns with Novomatic’s global expansion plans, following its purchase of the French Vikings Casino Group earlier in 2025.

What regulatory processes are involved?
The takeover must comply with Australian corporate governance and securities regulations, though court approval is no longer required.

What does this mean for the gaming industry?
If completed, the acquisition could accelerate industry consolidation and strengthen Novomatic’s position in both land-based and online gaming.