Combined company to remain listed on the Athens Stock Exchange

Allwyn International AG and OPAP S.A. on Monday announced that their boards of directors have approved a merger through an all-share transaction valued at €16 billion, creating the world’s second largest listed lottery and gaming operator.

The combined company, which will be renamed Allwyn, will remain listed on the main market of the Athens Stock Exchange and is expected to become one of the largest companies by market capitalisation.

Allwyn also intends to pursue an additional listing on another leading international exchange, such as London or New York, following the closing of the transaction.

The move represents “a major milestone in the evolution of both companies”, the announcement mentioned.

It will bring together two leading gaming operators with strong market positions across Europe, the United States and other international markets.

The deal builds on an already successful partnership that began in 2013 when KKCG, the controlling shareholder of Allwyn, first invested in OPAP. Allwyn currently holds 51.78 per cent of OPAP.

Allwyn has a strong record of organic and inorganic growth, achieved through strategic and bolt-on acquisitions.

The deal will safeguard OPAP’s long-term value in a rapidly evolving gaming environment while offering its shareholders access to a larger, more diversified, and technologically advanced group with strong global brand recognition.

For Allwyn, the transaction represents the next step in its journey towards becoming the leading global gaming entertainment company, unlocking access to public equity markets and boosting its international profile.

Independently of the merger, OPAP has decided to change its consumer brand name to Allwyn from the first quarter of 2026, reflecting its commitment to enhancing customer engagement and appealing to younger audiences through innovation and digital transformation.

The merger will create a global lottery-led entertainment powerhouse with enhanced growth prospects and strong financial fundamentals.

The combined company’s pro forma EBITDA for the 12 months to June 30, 2025, stood at €1.9 billion, making it the largest listed lottery operator worldwide.

Its growth profile includes double-digit projected EBITDA CAGR between 2024 and 2026, higher than OPAP’s standalone outlook.

The company will also own key technologies, proprietary content, and AI capabilities, allowing for faster innovation and reduced reliance on third parties.

It will hold multiple market-leading positions globally, creating significant diversification and strategic flexibility.

The transaction is expected to be double-digit accretive to OPAP’s adjusted earnings per share and free cash flow per share in the first full year after completion.

A capital allocation framework will combine growth investment and resilient shareholder distributions.

“Today’s announcement redefines the sector, signalling the creation of the second largest listed gaming entertainment company globally. For investors, this is a unique opportunity to be part of a dynamic company that is shaping the future of entertainment,” said Karel Komarek, Founder and Chair of Allwyn and of KKCG Group AG.

“The combined strength and scale of these multi-billion dollar businesses, massive customer base and Allwyn’s continued investment in technology and content, will accelerate innovation and fuel significant international growth. We’re on a mission to build the world’s leading global gaming entertainment company, and today’s transaction takes us one step closer to that goal,” he added.

Allwyn CEO Robert Chvatal said that “this transaction marks a further milestone in Allwyn’s successful journey”.

“Since being founded 13 years ago, we have grown substantially in terms of business performance, scale and innovation,” Chvatal continued. “With this combination, we will be able to grow further, faster, as we deploy group-wide know-how, a unified brand and sponsorship strategy, and in-house technology and content.”

Meanwhile, OPAP CEO Jan Karas said that “this exciting combination creates a leading gaming company with strong Greek heritage, as well as a continued presence and listing in Greece“.

“I’m excited about the opportunity for OPAP to deepen our strong existing relationship with Allwyn, driving innovation and additional growth opportunities,” he added.

On his part, OPAP CFO Pavel Mucha stated that “the tremendous financial characteristics of the combined business will continue to deliver substantial, consistent dividends to our shareholders, while also allowing investment in the business and additional value-accretive acquisitions to further accelerate growth”.

As part of the transaction, OPAP will hive down its business into new Greek subsidiaries and transfer its statutory seat to Luxembourg, creating a new entity called LuxCo.

Allwyn, which is 95.73 per cent owned by KKCG and 4.27 per cent by J&T Arch, will contribute its assets and liabilities, excluding the shares it already holds in OPAP, to LuxCo in exchange for newly issued shares, forming the Combined Company.

The Combined Company will later re-domicile to Switzerland, where Allwyn is currently headquartered, and will adopt the Allwyn name.

The transaction values Allwyn’s net assets at €8.967 billion.

In return, Allwyn will receive €8.806 billion in newly issued ordinary registered voting shares and €161 million in preferred registered voting shares.

The preferred shares will pay a fixed coupon of around five per cent, based on OPAP’s share price prior to issuance, but will not carry rights to ordinary dividends.

Upon completion, Allwyn will hold an economic interest of approximately 78.5 per cent in the Combined Company, while OPAP shareholders will hold 21.5 per cent.

KKCG will control around 85 per cent of total voting rights in the Combined Company.

OPAP’s board has received fairness opinions from Morgan Stanley and Grant Thornton, with shareholder approval expected at a general meeting in late 2025 or early 2026.

The dividend policy of the Combined Company will include a mix of stable shareholder returns and growth investments.

OPAP shareholders will receive the interim dividend of €0.50 per share in November 2025, approved on September 2, 2025.

Following completion, the Combined Company will pay a dividend of €0.80 per share in lieu of the remaining 2025 dividend.

From FY2026 onwards, it will maintain an annual minimum dividend of €1.00 per share, with an option for scrip dividends.

Special dividends and share buybacks will also be considered, while maintaining flexibility for further investments.

The Combined Company’s net debt to adjusted EBITDA ratio stands at 2.7 times, with a medium-term target of 2.5 times, ensuring a robust balance sheet and capacity for future growth and returns.

The transaction is expected to deliver a post-tax return on invested capital exceeding OPAP’s cost of capital by the end of the second full financial year after completion.

Post-merger, Robert Chvatal will remain CEO and Kenneth Morton will continue as CFO of the Combined Company.

Jan Karas and Pavel Mucha will continue to lead OPAP’s operations in Greece and Cyprus.

Karel Komarek will chair the Combined Company’s eight-member board of directors, which will include six existing Allwyn directors and two new independent non-executive directors, resulting in 50 per cent independent representation.

A global analyst and investor call was scheduled for October 13, 2025, with a live webcast and detailed presentation available on the websites of both Allwyn and OPAP.

It should be mentioned that OPAP remains the leading gaming company in Greece and Cyprus, holding exclusive rights in numerical lotteries, land-based sports betting, and VLTs, with a strong focus on safe, high-quality entertainment and social contribution.

Allwyn is a multi-national gaming entertainment group with strong market positions across Europe and North America, committed to innovation, technology, player safety and contributions to good causes.

KKCG, the investment group behind Allwyn, employs over 16,000 people across 37 countries, managing more than €10 billion in assets through diverse operations in energy, IT, real estate, and gaming.

Morgan Stanley served as financial advisor to OPAP, with legal counsel from Koutalidis Law Firm, Homburger, and Charles Russell Speechlys.

PJT Partners acted as financial advisor to Allwyn, supported by Milbank LLP, PotamitisVekris, Lenz & Staehelin, and Loyens & Loeff Luxembourg S.à r.l. as legal counsel.