Tremendous deal: The new Allwyn Group with OPAP joins the global elite – Pierrakakis (Minister of Finance): A landmark agreement for Greece

The combined entity’s equity value will reach €16 billion.

Allwyn International and OPAP have reached a historic agreement to merge their operations, through a transaction that combines all corporate holdings owned by the two groups. The equity value of the newly created entity is estimated at €16 billion.
The merged company will be renamed Allwyn, with Minister of Finance Kyriakos Pierrakakis noting that the union of OPAP and Allwyn represents “a landmark example of how Greek enterprises can evolve into international champions, through strategic partnerships, mergers, and acquisitions that enhance their global reach and growth potential.”
“This agreement is a strong vote of confidence in Greece and the prospects of its economy.
The new unified company, one of the largest by market capitalisation, will remain listed on the Athens Stock Exchange — a development that further boosts the prestige, credibility, and international appeal of the Greek capital market,” said Pierrakakis.

A landmark agreement

The transaction marks a major milestone in the evolution of both companies.
It brings together two leading gaming operators, creating the second-largest publicly listed gaming and entertainment company worldwide, with multiple diversified, fast-growing, and leading market positions across Europe, the United States, and other international markets.
This transaction builds on the already successful cooperation between OPAP and Allwyn, which began in 2013, when KKCG, the controlling shareholder of Allwyn, first invested in OPAP.
Today, Allwyn holds 51.78% of OPAP.

Who is Allwyn

Allwyn boasts a strong track record of both organic and inorganic growth, achieved through strategic and complementary acquisitions.
The merger safeguards OPAP’s long-term value in a rapidly evolving gaming industry.
It also allows OPAP shareholders to benefit from the advantages of the merged entity, which include scale, growth, diversification, access to leading technologies, digitalisation, and the enhanced global recognition of the Allwyn brand — while continuing to enjoy strong and resilient returns.
For Allwyn, the transaction represents the next natural milestone in its growth trajectory, as its listing on a stock exchange unlocks greater access to capital markets, enabling future expansion and the upgrading of its global profile.
This marks an important step in Allwyn’s mission to become the world’s leading gaming and entertainment company.

The new company remains listed on the Athens Stock Exchange

Once the transaction is completed, the merged entity will remain listed on the Main Market of the Athens Stock Exchange, where it is expected to rank among the largest companies by market capitalisation.
Allwyn also intends to pursue a dual listing on another major international stock exchange — such as London or New York — following completion of the merger.
Regardless of the transaction, OPAP has made a strategic decision to rebrand itself as Allwyn starting from the first quarter of 2026.
This initiative reflects OPAP’s commitment to maintaining a strong connection with its customers through innovative and meaningful interactions, while strengthening its offerings to meet the evolving expectations of younger generations.

Key highlights of the transaction

The business combination between Allwyn and OPAP creates a global leader in gaming and entertainment, with a strong focus on number games.
It also offers OPAP shareholders the opportunity to participate in a substantially enhanced and financially attractive investment proposition, based on the following:
– Scale: Allwyn’s pro forma EBITDA reached €1.9 billion for the twelve months ending 30 June 2025. The merged entity will become the second-largest listed gaming operator globally, and the largest listed number-games company, ideally positioned to capitalise on key industry trends.
– Growth: A strengthened growth profile with an estimated double-digit EBITDA CAGR for 2024–2026, significantly higher than OPAP on a standalone basis.
– Digitalisation: Ownership of critical technologies, exclusive proprietary content, and artificial intelligence (AI) capabilities that reduce dependency on third parties and accelerate innovation and time-to-market.
– Diversification: Numerous leading market positions worldwide across multiple product categories, offering diversification and significant strategic options.
– Earnings and cash flow: A double-digit positive impact on adjusted earnings and free cash flow per share compared with OPAP’s standalone figures, from the first full fiscal year after completion of the transaction — adjusted to reflect the temporary benefit from the prepayment of the Gross Gaming Revenue (GGR) contribution.
– Shareholder returns: A capital allocation framework combining growth with strong and sustainable distributions to shareholders.

Komarek: We will create the world’s leading gaming and entertainment company

Commenting on the deal, Karel Komarek, Founder and Chairman of Allwyn and of KKCG Group AG, the investment company that controls Allwyn, stated:
“Today’s announcement reshapes the industry, marking the creation of the second-largest publicly listed gaming and entertainment company worldwide.
For investors, this is a unique opportunity to be part of a dynamic company that is shaping the future of entertainment.
The combined strength and scale of these multi-billion-euro businesses, their broad customer base, and Allwyn’s ongoing investments in technology and content will accelerate innovation and significantly boost global growth.
Our mission is to create the world’s premier gaming and entertainment company, and today’s transaction brings us one step closer to that goal.”

Chvatal: A milestone in Allwyn’s successful journey

Robert Chvátal, CEO of Allwyn, added:
“This transaction marks yet another milestone in Allwyn’s successful journey.
Since our founding 13 years ago, we have achieved significant growth in terms of business performance, size, and innovation.
Through this combination, we will be able to grow further and faster, leveraging — at Group level — our know-how, unified strategy in branding and sponsorship, and the technology and content we have developed in-house.”

Karas: Creating a leader in the gaming industry

Jan Karas, CEO of OPAP, said:
“This merger is an exciting development that creates a leading company in the gaming industry, with a strong Greek heritage and an ongoing presence in Greece and on the Athens Stock Exchange.
I am thrilled at the prospect of OPAP deepening its already strong relationship with Allwyn, driving innovation and unlocking further growth opportunities.”
Pavel Mucha, CFO of OPAP, added:
“The outstanding financial characteristics of the merged company will continue to deliver substantial and consistent dividends to our shareholders, while enabling investment in operations and value-accretive acquisitions to accelerate growth even further.”

Structure of the transaction

Under the terms of the transaction, OPAP will spin off and contribute its operations to new Greek subsidiaries, and then transfer its registered office to Luxembourg (“LuxCo”).
Allwyn (95.73% owned by KKCG and 4.27% by J&T Arch) will contribute its assets and liabilities (excluding its OPAP shareholding) to LuxCo (“Allwyn Contribution”) in exchange for newly issued LuxCo shares.
This will create the merged entity,
which will then move its headquarters to Switzerland — where Allwyn is currently based — and will be renamed Allwyn.
The transaction values Allwyn’s net assets (excluding its OPAP shares) at €8.967 billion. In exchange for its contribution, Allwyn will receive (subject to agreed adjustments and independent valuations under applicable law):
– 437,688,420 new ordinary voting shares issued by LuxCo, valued at €20.12 per share, for a total of €8.806 billion, and
– 536,249,223 new preferred voting shares issued by LuxCo, valued at €0.30 per share, for a total of €161 million. The preferred shares will pay a fixed dividend calculated based on OPAP’s closing share price on the day before issuance, estimated at around 5%, and will not carry rights to ordinary-share dividends.

Shareholder structure

Immediately following completion, Allwyn is expected to hold approximately 78.5% of the merged company, while the remaining OPAP shareholders (excluding Allwyn) will own 21.5%, assuming all corporate holdings are combined.
KKCG is expected to control 85% of total voting rights in the merged entity through its combined indirect ownership of ordinary and preferred voting shares.
The Board of Directors of OPAP has received a fairness opinion from Morgan Stanley,
and an independent valuation report on the fairness and reasonableness of the transaction from Grant Thornton, as part of the related-party Transaction Implementation Agreement.
The steps of the transaction are subject to shareholder approval, expected during Q4 2025 / Q1 2026.

Dividend policy and pro forma capital allocation

Shareholders will benefit from a capital allocation framework offering a balance of growth and strong, sustainable shareholder returns:
– OPAP shareholders will receive in November 2025 the announced interim dividend of €0.50 per share for fiscal year 2025, approved by OPAP’s Board on 2 September 2025.
– The merged company will pay a €0.80 per share dividend immediately after completion, as a final dividend for fiscal year 2025.
– In the medium term, the merged entity aims to maintain a sustainable dividend policy, with a minimum annual dividend of €1.00 per share from fiscal year 2026 onwards, aligned with OPAP’s current dividend policy and including a scrip dividend reinvestment option for all dividend payments.
– Special dividends and share buyback programmes will also be considered, while maintaining flexibility to invest in organic and inorganic growth opportunities.
As of Q2 2025, the net debt-to-adjusted EBITDA ratio (pro forma) for announced acquisitions stood at 2.7x, with a medium-term target of approximately 2.5x.
The Group retains flexibility to exceed this target for value-accretive inorganic growth, with a clear path to deleveraging. Thus, the Group will maintain a strong balance sheet and flexible capital allocation between shareholder returns and growth initiatives.
The transaction is also expected to generate a post-tax return on invested capital (ROIC) exceeding OPAP’s cost of capital by the end of the second full fiscal year after completion, further enhancing value creation for OPAP shareholders.

Leadership and governance

After completion, Robert Chvátal (currently CEO of Allwyn) and Kenneth Morton (currently CFO of Allwyn) will continue to lead the merged company as CEO and CFO, respectively.
The existing OPAP management team, led by Jan Karas (CEO) and Pavel Mucha (CFO), will continue to oversee OPAP’s operations in Greece and Cyprus.
Karel Komarek will serve as Chairman of the Board, which will comprise eight members — including six current Allwyn board members (two of whom are independent) and two new independent non-executive members.
Thus, half of the board will consist of independent non-executive directors.

Kyriakos Pierrakakis: “The OPAP–Allwyn merger reflects the dynamism of the Greek economy”

“The merger of OPAP and Allwyn is a landmark example of how Greek businesses can evolve into international champions through strategic partnerships, mergers, and acquisitions that strengthen their outward focus and growth potential.
The agreement sends a strong message of confidence in Greece and its economic prospects.
The new unified company, among the top by market capitalisation, will remain listed on the Athens Stock Exchange — further enhancing the prestige, credibility, and global standing of the Greek capital market.
This development coincides with the upgrade of the Athens Exchange by FTSE Russell to a developed market, confirming that Greece has turned a new page and can now play a leading role in Europe’s new economic landscape.
At the same time, it reflects the success of our targeted reforms across many sectors. The clear and predictable legal framework for corporate transformations — built on full transparency — strengthens investor confidence and confirms our consistent, bold strategy to secure the Greek economy’s sustained growth path.
Investments like this — combining know-how, innovation, and international capital — lie at the heart of the new growth model we are building.
Greece now has the momentum to attract, support, and host international business groups, turning economic progress into prosperity for society.”

www.bankingnews.gr

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