Novomatic falls short on takeover bid

AGT announced this week that the Transaction Implementation Deed with Novomatic AG had been terminated following Novomatic’s “full and final” offer of $1/share lapsing on Friday, 6 February 2026.

The failed takeover, which is believed to have cost AGT at least $1.6 million in Novomatic’s costs alone, lapsed with Novomatic securing less than 15% of the company’s stock since announcing the $1.00 takeover bid. According to AGT’s announcement, Novomatic currently holds 67.39% and there are more than 2,100 minority investors.

Novomatic required 75% of AGT’s shares in order to proceed with its near-term plans to delist AGT. Many shareholders have written and asked what this means, and we have tried to answer your FAQs based on the information available today (13 February):

1. Can Novomatic launch another offer and raise its offer price?

   As Novomatic stated that its offer price was “full and final”, it is precluded from initiating another takeover at a price higher than $1.00 per share  for four months from 6 February 2026, the date its offer lapsed. This is based on guidance from Australia’s Takeovers Panel.

2. When can Novomatic buy more shares on market?

   Novomatic is currently not permitted to buy shares on-market for more than $1.00 per share. This restriction will stay in place for four months from 6 February, 2026.

3. Is there another way Novomatic can privatise or delist AGT?

   There are a range of options that Novomatic could pursue, but they generally require minority shareholders to either vote on a special resolution no earlier than 2027, or for a sufficient number of minority shareholders to agree or sell to Novomatic.

   Without launching another offer or buying shares at a price acceptable to a sufficient number of minority shareholders, this would be very difficult.  

   Importantly, even if a technical delisting threshold is met, ASX retains a broad discretion to refuse a delisting if it considers the delisting is sought for “unacceptable reasons”.

   The bottom line is that Novomatic will find acquiring sufficient shares to privatise AGT in the short term extremely difficult, if not impossible.

4. What are the chances that Novomatic will reduce the share registry or offer a higher price?

   While it is impossible to say what Novomatic AG will do, we have heard news from many long-term shareholders over many months. These shareholders include members of the Ainsworth family, private investors based in Australia and overseas, professional investors, particularly a large group based in the United States, and current and former employees of Ainsworth. Many of these investors have expressed that they are invested in the company for the long-haul and would expect well over $2/share before considering selling their shares (and self-evidently they have not accepted Novomatic’s recent $1.00 per share offer).

5. I received a phone call warning that the stock would tank if I didn’t sell. Will it?

   AGT stock was recently recommended as a “preferred stock” by Simply Wall St. Simply Wall St noted that AGT continued to demonstrate consistent earnings growth and healthy financial performance.

   There continues to be interest in AGI stock with consistent trading by multiple buyers since Novomatic’s offer closed. The company’s largest minority shareholder, Kjerulf Ainsworth, has publicly stated that he will continue to buy shares through a future proportional takeover bid, and may also buy on-market.