Novomatic extends Ainsworth takeover bid to 6 February final deadline

• Austrian supplier sets 6 February 2026 as final closing date for off-market takeover offer.
• Novomatic and founder Johann Graf control 66.59% of Ainsworth’s issued share capital.
• The bid offers AUD1.00 per share cash, declared unconditional when announced in August 2025.

Novomatic AG has extended the deadline for its takeover bid for Ainsworth Game Technology Limited to 6 February 2026. The Austrian gaming supplier confirmed this as the final extension of the off-market offer.

The company is offering AUD1.00 per share in cash for the remaining shares in Ainsworth that it does not already control. The bid was declared unconditional when announced in August 2025.

Dominant shareholder position

Novomatic enters the final phase of the takeover process as Ainsworth’s dominant shareholder. According to an ASX filing dated 28 January, Novomatic and its founder and owner Johann Graf together control 66.59% of Ainsworth’s issued share capital.

That level of ownership has underpinned the group’s confidence in pursuing the acquisition to completion. The offer will close at 7:00pm Sydney time on 6 February 2026.

In mid-September, Ainsworth disclosed that an independent board committee formed to assess the takeover proposal had “unanimously” recommended that shareholders accept Novomatic’s offer.

The committee concluded that the bid provided certainty of value for shareholders, particularly in light of Ainsworth’s operating and market conditions. The recommendation came in the absence of a superior proposal.

Competing bid rejected

A competing proportional bid emerged from Kjerulf Ainsworth, son of company founder Len Ainsworth. The younger Ainsworth sought to increase his stake through a proportional offer to all shareholders.

Ainsworth disclosed that Novomatic did “not intend to accept” that competing proposal. In a subsequent filing, the company reiterated that position, noting that Novomatic’s existing majority interest meant it would reject the proportional offer.

Kjerulf Ainsworth later extended his own offer deadline to 30 January, aligning it with the earlier closing date of Novomatic’s bid. Had the proportional offer been accepted by shareholders other than Novomatic, it could have resulted in Kjerulf Ainsworth increasing his stake to approximately 8.1%.

With that offer now closed and Novomatic declining to participate, attention has returned fully to Novomatic’s full takeover bid.

Operational challenges

Ainsworth’s underlying business has faced challenges during the takeover period. In December, the company told the market that it expected pre-tax profit and revenue in the second half of the financial year to fall compared with the first half.

The company projected declines of 45.3% in pre-tax profit and 11% in revenue for the second half. Ainsworth expects, based on management forecasts, an underlying profit before tax of AUD21.5m for the year to 31 December, compared to AUD23.2m from the same period last year.

The business said it expects the profit decline to be steeper in the second half, falling to AUD7.6m from the AUD13.9m recorded in the first half.

Regional performance

Revenue from the Asia-Pacific region was said to be broadly consistent with the first half following increases achieved through the launch of Ainsworth’s new A-Star Raptor machine in February.

Latin America also maintained a modest increase in revenue in the second half, despite a challenging environment in Mexico. The market faced increases in gaming taxes set to be introduced in January 2026 and the shutting of venues due to anti-money laundering probes.

The reduced unit sales expected in the second half resulted in increased inventory holdings. The company indicated it will utilise its secured bank loan facility with Western Alliance Bancorporation to fund short-term working capital requirements.

Research and development investment

Ainsworth continues to progress its investment in research and development, which is expected to represent 17.5% of total revenue for the 2025 financial year. The ongoing investment reflects the company’s focus on product innovation despite current financial pressures.

In November, Ainsworth CEO Harald Neumann resigned following a Nevada licence setback.

The Nevada gaming regulator rejected his application to renew his gaming licence. The departure added another layer of uncertainty to the company during the takeover process.

Strategic rationale

Novomatic acquired its majority holding in Ainsworth from founder Len Ainsworth in 2016. The company has since pursued expansion across Asia-Pacific and North America, with Ainsworth continuing to supply slot machines to regulated markets worldwide.

Stefan Krenn, Novomatic executive board member, previously said the offer “provides liquidity to all Ainsworth shareholders and ensures each shareholder can make their own decision, independent of the outcome of the Scheme meeting.”

He added that the proposed acquisition supports Novomatic’s strategy of expanding its presence in the Asia-Pacific and United States markets. The takeover would consolidate Novomatic’s position in key gaming jurisdictions and provide greater operational control over Ainsworth’s technology and distribution networks.

Final decision point

The 6 February deadline represents the final opportunity for Ainsworth shareholders to accept Novomatic’s offer. The Austrian supplier has emphasised that this extension is the last and no further deadline changes will be made.

If Novomatic reaches at least 75% ownership, the company intends to seek a delisting of Ainsworth from the Australian Securities Exchange. Such a move would transform Ainsworth into a private subsidiary of the Austrian group.

The outcome will determine whether Ainsworth remains partially independent with public shareholders or becomes fully integrated into Novomatic’s global operations. The company’s operational challenges and leadership changes have complicated the decision for remaining shareholders.

Photo credit: Novomatic at ICE Barcelona 2026