Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>Back on the 28th April 2025, <a href="https://www.smartkarma.com/entities/ainsworth-game-technology-limited" target="_blank" data-smartkarma-citation="entities:957:1" rel="noopener">Ainsworth Game Technology (AGI AU)</a>, an Aussie gaming supplier, entered into a Scheme with Austria's Novomatic, Ainsworth's largest shareholder (52.9%). </li>
<li>Novomatic offered A$1.00/share (best &amp; final) - including a permitted dividend - a 35% premium to last close; yet 64% below what Novomatic paid for its controlling stake in 2016.</li>
<li>
The Scheme Doc is now out, with a shareholder vote on the 29th August. The IE says fair &amp; reasonable. They are probably tight. </li>
</ul>


Back on the 28th April 2025, Ainsworth Game Technology (AGI AU), an Aussie gaming supplier, entered into a Scheme with Austria's Novomatic, Ainsworth's largest shareholder (52.9%). 
Novomatic offered A$1.00/share (best &amp; final) - including a permitted dividend - a 35% premium to last close; yet 64% below what Novomatic paid for its controlling stake in 2016.

The Scheme Doc is now out, with a shareholder vote on the 29th August. The IE says fair &amp; reasonable. They are probably tight. 


Ainsworth Game Technology (AGI AU): 29th August Vote On Novomatic's "Low-Balled Offer"

IPOs and Catalysts/Events, Global Equity Research Ltd

Arun George

IPOs and Catalysts/Events

Uncompromised, Independent, Conflict-Free Research

Global Equity Research Ltd

Global Equity Research was started in 2017 by a group of experienced research professionals. It was founded on a passionate belief in the importance and the need for uncompromised, independent, conflict-free research. We aim to provide differentiated and actionable primary and bottom up fundamental research.

<ul>
<li>The <a href="https://www.smartkarma.com/entities/ainsworth-game-technology-limited" target="_blank" data-smartkarma-citation="entities:957:1" rel="noopener">Ainsworth Game Technology (AGI AU)</a> IE considers Novomatic’s A$1.00 to be fair and reasonable, as it falls within its A$0.93-1.07 valuation range. The vote is on 29 August.</li>
<li>The offer has drawn opposition from several notable shareholders. There remains at least a 50% chance that the scheme vote fails.  </li>
<li>Novomatic can switch to an alternative takeover offer, which limits the downside risk. At the last close and for a 26 September payment, the gross/annualised spread was 1.5%/8.2%.  </li>
</ul>


The Ainsworth Game Technology (AGI AU) IE considers Novomatic’s A$1.00 to be fair and reasonable, as it falls within its A$0.93-1.07 valuation range. The vote is on 29 August.
The offer has drawn opposition from several notable shareholders. There remains at least a 50% chance that the scheme vote fails.  
Novomatic can switch to an alternative takeover offer, which limits the downside risk. At the last close and for a 26 September payment, the gross/annualised spread was 1.5%/8.2%.  


Ainsworth (AGI AU): A Dicey Scheme Vote Underwritten by an Alternative Takeover Offer

<ul>
<li>
<a href="https://www.smartkarma.com/entities/ainsworth-game-technology-limited" target="_blank" data-smartkarma-citation="entities:957:1" rel="noopener">Ainsworth Game Technology (AGI AU)</a> entered into a scheme implementation deed with Novomatic, its controlling shareholder, at A$1.00 per share, a 35.1% premium to the unaffected price.</li>
<li>The final offer is unattractive. Kanen Wealth Management <a href="https://www.afr.com/companies/games-and-wagering/ainsworth-shareholder-slams-takeover-bid-as-shares-climb-31-per-cent-20250428-p5lutb" target="_blank" rel="noopener">opposes</a> the offer. The lack of irrevocables from Spheria and Allan Gray adds to the vote risk.   </li>
<li>Cognizant of the scheme vote risk, Novomatic has the option to switch to an alternative takeover offer, which has a 75% minimum acceptance condition, thereby limiting the downside risk.</li>
</ul>



Ainsworth Game Technology (AGI AU) entered into a scheme implementation deed with Novomatic, its controlling shareholder, at A$1.00 per share, a 35.1% premium to the unaffected price.
The final offer is unattractive. Kanen Wealth Management opposes the offer. The lack of irrevocables from Spheria and Allan Gray adds to the vote risk.   
Cognizant of the scheme vote risk, Novomatic has the option to switch to an alternative takeover offer, which has a 75% minimum acceptance condition, thereby limiting the downside risk.


Ainsworth Game Technology (AGI AU): Novomatic’s Polarising Scheme Offer

<ul>
<li>
<a href="https://www.smartkarma.com/entities/ainsworth-game-technology-limited" target="_blank" data-smartkarma-citation="entities:957:1" rel="noopener">Ainsworth Game Technology (AGI AU)</a>, an Aussie gaming supplier, has entered into a <a href="https://announcements.asx.com.au/asxpdf/20250428/pdf/06j2jskxm3f240.pdf" target="_blank" rel="noopener">Scheme Implementation Deed</a> with Austria's Novomatic, Ainsworth's largest shareholder (52.9%). A from Offer has been long rumoured.</li>
<li>Novomatic is offering A$1.00/share (best &amp; final), a 35% premium to last close. The Offer does NOT require FIRB signing off. The Offer has the unanimous backing of both boards.</li>
<li>
Expect shareholder pushback. The Offer consideration is 64% below what Novomatic paid for its controlling stake in 2016.</li>
</ul>



Ainsworth Game Technology (AGI AU), an Aussie gaming supplier, has entered into a Scheme Implementation Deed with Austria's Novomatic, Ainsworth's largest shareholder (52.9%). A from Offer has been long rumoured.
Novomatic is offering A$1.00/share (best &amp; final), a 35% premium to last close. The Offer does NOT require FIRB signing off. The Offer has the unanimous backing of both boards.

Expect shareholder pushback. The Offer consideration is 64% below what Novomatic paid for its controlling stake in 2016.


Novomatic (Finally) Makes A Move On Ainsworth Game Technology (AGI AU)

<ul>
<li>For November 2025, eight new transactions (firm and non-binding) were discussed on Smartkarma (by the Quiddity team) with an overall announced deal size of ~US$10bn.</li>
<li>The average premium for the new transactions announced (or first discussed) in November was ~31%, with a year-to-date average of ~48%.</li>
<li>The average premiums for transactions in 2024 (129 transactions), 2023 (117), 2022 (106), 2021 (165), 2020 (158), and 2019 (145 ) were 43%, 39%, 41%, 33%, 31%, and 31%.</li>
</ul>


For November 2025, eight new transactions (firm and non-binding) were discussed on Smartkarma (by the Quiddity team) with an overall announced deal size of ~US$10bn.
The average premium for the new transactions announced (or first discussed) in November was ~31%, with a year-to-date average of ~48%.
The average premiums for transactions in 2024 (129 transactions), 2023 (117), 2022 (106), 2021 (165), 2020 (158), and 2019 (145 ) were 43%, 39%, 41%, 33%, 31%, and 31%.


(Mostly) Asia M&A, Nov 2025 Wrap: Qube, Forum Engineering, National Storage REIT, Star Micronics

Australia

Ainsworth Game Technology Limited designs, develops and manufactures gaming machines and games combination software and other related equipment for the gaming industry in Australia. Products include the Ambassador video gaming machines, video games and Embassy Jackpot systems.

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Ainsworth Game Technology (AGI AU)