Ainsworth Game Technology’s independent board committee has unanimously recommended that shareholders accept Kjerulf Ainsworth’s proportional takeover offer of AU$1.30 per share for 5.5% of each investor’s holdings, describing the price as “an acceptable premium” in the absence of a superior proposal.
The Offer
The bid, which opened for acceptance in late March, closes on April 27 at 7:00pm Sydney time unless extended or withdrawn. At AU$1.30 per share, the offer carries a 23.8% premium to AGT’s closing share price ahead of the announcement, and a 23.6% premium to the one-month volume-weighted average price.
The structure limits how much of each shareholder’s stake is in play. Shareholders who accept can sell 5.5% of their position while retaining the balance. Kjerulf Ainsworth currently holds approximately 8.24% of AGT’s fully paid ordinary shares — 27,748,217 shares as of March 27, 2026. Full subscription would lift his stake to a maximum of 13.29%.
Ownership Dynamics
Novomatic AG remains the controlling shareholder in AGT with approximately 67% of shares. The Austrian gaming equipment supplier had launched an off-market unconditional takeover bid for the shares it did not already own at AU$1.00 per share — a price Kjerulf Ainsworth publicly opposed as an undervaluation. That bid failed to secure enough shares to take full control, and Novomatic’s Transaction Implementation Deed was terminated in February 2026.
Kjerulf Ainsworth is the sixth son of company founder Len Ainsworth and holds no executive role at AGT. His proportional bids have run counter to Novomatic’s consolidation effort, offering minority shareholders a partial exit at a price 30% above what the Austrian group put on the table.
Previous Offer and Market Purchases
This is Kjerulf Ainsworth’s second proportional bid. The first, for 2.9% of shares, launched in October 2025 and closed on January 30, 2026, resulting in 318,529 shares acquired. In the four months to March 27, he also purchased approximately 2.7 million shares on-market at prices between AU$1.04 and AU$1.20, per ASIC disclosures. ASIC granted Kjerulf relief under section 655A(1) of the Corporations Act, allowing him to disclose his relevant interest as of March 27, 2026, rather than the original offer date.
AGT Financials
AGT posted a net loss of AU$19.2m in its FY2025 results despite growth in its Asia-Pacific segment. A AU$43.1m non-cash goodwill impairment, attributed to underperformance in the North American business, drove the bottom-line figure. The financial position adds context to minority shareholders weighing a partial cash exit against holding out for a recovery in the company’s valuation.
What Happens Next
The offer closes April 27, 2026. If fully subscribed, Kjerulf Ainsworth’s voting power would reach 13.29%, reducing the spread against Novomatic’s controlling 67% position. Any further move toward full ownership by either party would carry regulatory implications across the multiple jurisdictions in which AGT operates, given gaming licence thresholds tied to significant ownership changes. Kjerulf Ainsworth has previously noted that he is permitted to hold up to 9.99% without triggering licensing approvals in the states where AGT holds active licences — a threshold the current offer, if fully accepted, would exceed.
The board’s recommendation is conditional on no superior proposal emerging before the April 27 deadline. Shareholder dynamics in gaming sector M&A have grown increasingly complex as controlling shareholders and family interests compete over valuation terms — a pattern AGT shareholders have now navigated across three separate offer periods since August 2025.
Source: Ainsworth Game Technology
