In its statement, the board cited several broad reasons in favour of the proposal, while also outlining factors that could justify a decision to reject.
According to the committee, the cash consideration offered of A$1.00 (€0.56) per share represents a premium to Ainsworth’s recent trading levels and falls within the valuation range prepared by an independent expert.
The certainty of a cash payout was described as particularly important given the company’s historically low share liquidity, compounded by Novomatic’s existing majority holding that has limited trading opportunities.
The offer was also framed as providing full liquidity and alleviating exposure to operational and regulatory risks that may affect the company’s future performance.
The statement highlighted that an extensive strategic review undertaken earlier in the year did not generate any superior proposals, nor has any rival bidder emerged since the offer was announced.
As a result, the committee assessed the likelihood of a competing bid as low. It also noted that remaining a minority shareholder would carry risks, including limited prospects of capturing any future control premium.
At the same time, the Target’s Statement acknowledged that some investors may have valid reasons to decline the offer.
Shareholders who disagree with the independent expert’s assessment or who believe a higher bid could yet emerge may choose not to accept.
Others may prefer to maintain their exposure to Ainsworth’s future performance rather than exit at the current valuation.
Acquisition carries potentially negative outcomes
The board also cautioned that Novomatic intends to seek a delisting of Ainsworth should its ownership exceed 75%, a move that would alter the company’s accessibility to public investors.
Tax consequences were also identified as a potential deterrent for some.
In setting out both perspectives, the committee sought to balance the pragmatic benefits of immediate cash certainty with the inherent risks and opportunities tied to remaining invested.
The recommendation ultimately leans on the view that the offer fairly reflects the company’s value and provides shareholders with a rare chance to achieve liquidity.
However, the board also emphasised that the decision rests with investors, who must weigh their own investment preferences, tax situations and risk appetite against the offer on the table.
This contrast between certainty and liquidity against the possibility of future upside encapsulates the key considerations that Ainsworth shareholders will face in determining whether to accept Novomatic’s bid.
Several shareholders have criticised the proposed arrangement, including Kanen Wealth Management which publicly denounced Novomatic’s proposal as “materially undervaluing” Ainsworth, according to a letter sent to its board.
The Takeover Offer is scheduled to close, unless it’s extended or withdrawn, on 3 November.
Dingnews.com 17/09/2025