Kjerulf Ainsworth launches second proportional takeover bid at $1.30 per share
Kjerulf Ainsworth has announced an unconditional all-cash offer to acquire 5.5% of all Ainsworth Game Technology (ASX: AGI) shares he does not currently hold at $1.30 per share. The Ainsworth Game Technology proportional takeover follows a previous offer which closed 30 January 2026, honouring the commitment made in Ainsworth’s 2 February 2026 shareholder letter.
The offer provides shareholders with liquidity and certainty without incurring brokerage costs typically associated with on-market sales. Shareholders who participated in the previous offer can now realise an aggregate 8.4% of their AGI interest across both transactions, while retaining exposure to the company’s future performance through their remaining holdings.
The offer is unconditional, meaning acceptance is not subject to minimum threshold requirements or other conditions that typically accompany takeover bids.
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Premium valuation and how it compares to recent trading
The $1.30 offer price represents a material premium to recent AGI share price levels and compares favourably against competing bids. The pricing demonstrates Ainsworth’s conviction in AGI’s underlying value whilst providing shareholders with an attractive exit opportunity for a portion of their investment.
| Metric | Reference Price | Premium to Offer Price |
|---|---|---|
| Closing price 10 March 2026 | Trading day prior to announcement | 23.8% |
| 30-day VWAP to 10 March 2026 | Volume weighted average | 23.5% |
| Novomatic offer (closed 6 Feb 2026) | $1.00 | 30% |
The 30% premium over the Novomatic bid, which was announced 20 August 2025 and closed 6 February 2026, underscores the bidder’s assessment of AGI’s value. For shareholders seeking partial liquidity, the offer provides a materially superior exit price compared to the previous competing proposal.
What is a proportional takeover bid?
A proportional takeover bid differs from a full takeover by targeting only a specified percentage of each shareholder’s holdings rather than their entire stake. In this case, Ainsworth seeks 5.5% of each shareholder’s AGI interest.
This structure offers shareholders several advantages:
- Partial liquidity without requiring full divestment
- Continued participation in AGI’s future performance through retained shares
- No brokerage costs for accepting shareholders
- Flexibility to crystallise value whilst maintaining portfolio exposure
The offer is unconditional, meaning there is no minimum acceptance threshold required for the bid to proceed. Whilst proportional takeover bids are not required in these circumstances, Ainsworth has voluntarily chosen this structure to provide all shareholders with the opportunity to participate.
Kjerulf Ainsworth’s current and potential stake
As at 11 March 2026, Kjerulf Ainsworth holds a relevant interest in approximately 27,520,964 shares, representing 8.17% of AGI’s ordinary shares. If all shareholders accept the offer, his stake would increase to approximately 13.25% of the company.
The increased shareholding demonstrates Ainsworth’s long-term commitment to AGI whilst simultaneously providing liquidity to other investors. The bidder’s willingness to increase his alignment with remaining shareholders signals confidence in the company’s trajectory.
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Next steps for shareholders
Ainsworth will provide a Bidder’s Statement to AGI and all shareholders, which will contain:
- Detailed acceptance instructions
- Rationale for the offer
- Information about the bidder
The offer price is subject to reduction by the amount per share of any dividends or other distributions declared on or after 11 March 2026.
Shareholders should review the forthcoming Bidder’s Statement carefully to understand the offer mechanics and consider their individual investment circumstances before deciding whether to participate in the Ainsworth Game Technology proportional takeover.
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