Allwyn and OPAP approve all-share merger valued at €16 billion

Allwyn International AG and OPAP S.A. have agreed to merge in an all-share deal valuing the combined entity at €16 billion ($18.56 billion), creating the world’s second-largest listed gaming entertainment company with operations across Europe, the US, and other markets.

The combined company will adopt the Allwyn name and retain its listing on the Main Market of the Athens Stock Exchange, with additional listings on international exchanges such as London or New York under consideration.

The merger follows a partnership between the two companies dating to 2013, when KKCG, the controlling shareholder of Allwyn, first invested in OPAP. Allwyn currently holds 51.78% of OPAP.

Under the terms of the transaction, OPAP will transfer its business to new Greek subsidiaries and relocate its statutory seat to Luxembourg. Allwyn will contribute its assets and liabilities, excluding its OPAP shares, in exchange for newly issued shares in the combined company. The merged entity will subsequently re-domicile to Switzerland, where Allwyn maintains its headquarters.

Financial arrangements value Allwyn’s net assets at €8,967 million ($10.40 billion), with consideration including €8,806 million ($10.21 billion) in ordinary shares and €161 million ($187 million) in preferred shares carrying a fixed coupon of approximately 5%, based on OPAP’s closing price prior to issuance.

After completion, Allwyn is expected to hold 78.5% of the combined company, while OPAP shareholders will hold 21.5%. KKCG is projected to control 85% of total voting rights. Implementation requires shareholder approval, anticipated in late 2025 or early 2026.

Allwyn’s pro forma EBITDA reached €1.9 billion ($2.20 billion) for the 12 months ending June 30, 2025. The combined company is projected to achieve double-digit EBITDA compound annual growth from 2024 to 2026. Proprietary technology, AI capabilities, and in-house content are expected to reduce reliance on third parties and accelerate innovation.

The merger also establishes multiple market-leading positions across products and geographies. Adjusted earnings per share and free cash flow per share are projected to be double-digit accretive to OPAP in the first full year post-merger, normalizing for temporary GGR prepayment benefits.

The combined company will maintain a capital allocation policy that includes a minimum annual dividend of €1.00 ($1.16) per share from FY2026, with a scrip option for all payments.

OPAP shareholders will receive an interim dividend of €0.50 ($0.58) per share for FY2025, and the post-merger dividend for the same year is set at €0.80 ($0.93) per share. The pro forma net debt/adjusted EBITDA ratio for Q2 2025 stands at 2.7x, with a medium-term target of 2.5x and flexibility to exceed that for value-accretive acquisitions. The post-tax return on invested capital is expected to exceed OPAP’s cost of capital by the second full year after completion.

Leadership will be retained from both companies. Robert Chvatal and Kenneth Morton of Allwyn will serve as CEO and CFO of the combined entity. OPAP management, led by Jan Karas and Pavel Mucha, will continue operations in Greece and Cyprus.

The board will include eight directors, chaired by Karel Komarek, with half of the members serving as independent non-executive directors.

OPAP operates numerical lotteries, land-based sports betting, and VLTs in Greece, and numerical lotteries in Cyprus, with extensive retail and digital networks. Allwyn operates across Europe and North America, focusing on technology, player safety, and contributions to good causes. KKCG, the investment group behind Allwyn, manages over €10 billion ($11.6 billion) in assets and employs more than 16,000 people across 37 countries.