There are distressed assets, and then there is Evoke plc: a gambling group built at significant cost during a time of easy credit, now discussing a sale at roughly £0.50 per share after years of shrinking investor confidence, rising taxes and mounting leverage.
On 20 April, Bally’s Intralot confirmed it was in discussions over a possible offer for the owner of William Hill, 888 and Mr Green. The proposal, expected to be largely all-share with a partial cash alternative, values Evoke at just over £2 billion including debt. Not long ago, the constituent parts of the business commanded multiples of that figure.
The contrast is stark. Evoke, formerly 888 Holdings, spent much of the past decade trying to become one of Europe’s dominant gambling operators. It bought William Hill’s non-US assets in 2022 for £1.95 billion, layering debt atop an already complicated business just as the economics of Britain’s online gambling market began to deteriorate. Tax rises, regulatory tightening and inflation did the rest.
The deterioration has accelerated over the past year. Evoke’s latest full-year results showed revenue rising just 2% to £1.78 billion in 2025, while post-tax losses widened 149% to £541 million. Net debt climbed to £1.86 billion despite EBITDA improving 43% to £301 million, underlining the uncomfortable reality that operational progress is still being overwhelmed by leverage, financing costs and regulatory headwinds.
Now the group finds itself in the uncomfortable position of being potentially acquired by a company that, until recently, many investors would have regarded as the junior partner. Yet Bally’s Interactive – the digital division of Rhode Island-headquartered casino and gaming group that became the controlling shareholder in Greece-listed Intralot following last year’s merger of Bally’s Interactive International with Intralot – sees opportunity where others see exhaustion.
“We see a compelling opportunity to bring our operating model to a significantly larger business,” Bally’s Intralot chief executive Robeson Reeves said on 20 April when confirming discussions with Evoke, pointing to “massive synergies” and the potential to “transform its financial performance”.
Consolidation, not entry
Much of the commentary surrounding the deal has framed Bally’s as an American operator seeking entry into Britain. In reality, the company already has a substantial UK online presence through Gamesys, the bingo-led business Bally’s acquired in 2021.
“Most of the coverage is treating this as Bally’s walking into the UK from the US,” says Ben Robinson, founder and managing partner of advisory firm Corfai. “They’re already here via Bally’s Intralot, arguably the number one UK iCasino and bingo operator through Gamesys. This is just consolidation, not entry.”
That distinction matters, Robinson says. Bally’s believes the Gamesys operating model – with lower marketing intensity and stronger margins – can be applied across parts of Evoke’s business. During recent earnings communications, Reeves repeatedly highlighted Evoke’s UK online business, complementary retail footprint and international operations as central attractions of the deal.
Italy, in particular, appears central to Bally’s thinking. Reeves recently described the market as “appealing” because of its scale, growth profile and high barriers to entry, while Romania and Spain were also identified as strategically attractive jurisdictions where Bally’s currently lacks meaningful exposure.
That diversification matters because Bally’s is relying less on the UK market than many gambling investors. While Britain’s online market is becoming progressively more punitive, several continental European jurisdictions continue to offer stronger growth and less severe tax pressure. Evoke’s geographic spread – once criticised as sprawling and unfocused – suddenly looks more strategically valuable in that context.
The company’s latest results gave Bally’s confidence to think bigger. Bally’s Intralot reported full-year 2025 revenue of €518m, up 34.8% year-on-year, with adjusted EBITDA reaching €183.5m and margins of 35.4%. Reeves also made clear that inorganic growth remains central to the strategy, supported by a €160m undrawn revolving credit facility and what management describes as a flexible capital structure.
For Bally’s, Evoke offers something increasingly difficult to acquire organically in Europe: immediate scale across multiple regulated markets. William Hill still commands one of Britain’s best-known betting brands. Italy remains a profitable growth engine – Deutsche Bank analysts estimate Evoke’s Italian business generates around £60 million of EBITDA annually and continues to grow at mid-teen rates. Mr Green retains standalone value in online casino. The retail estate, although unfashionable, still throws off cash.
Even critics of Evoke’s leadership concede the underlying business is not beyond repair.
“It’s fundamentally a good business with a bad balance sheet,” says one senior sector M&A adviser who iGB spoke to. “So the issue is less about the equity price and more about the leverage that needs to be repaid or refinanced.”
A structural reset for UK gambling
That distinction increasingly defines the debate around the proposed transaction. The question is no longer whether Evoke owns valuable assets. It is whether those assets can generate sufficient returns under a more punitive regulatory and fiscal regime to justify the debt attached to them.
“From a gambling law perspective, the deterioration in Evoke’s position seems to be structural rather than cyclical,” says Dr Gabriele L Stark-Lütke Schwienhorst, senior associate at CMS. “The Remote Gaming Duty increase is a legislative measure that cannot be reversed by operational improvements.”
That observation cuts to the heart of why Evoke’s valuation has collapsed so dramatically. Investors once treated online gambling as a high-growth digital sector capable of sustaining aggressive leverage and acquisitive expansion. Britain’s market no longer fits that description. Regulatory tightening has steadily eroded margins, while compliance costs continue to rise.
The effect has been especially painful for operators carrying substantial debt loads. Evoke’s challenge is not simply that growth has slowed. It is that the economics underpinning its capital structure have changed, a senior sector adviser pointed out.
The UK’s Remote Gaming Duty nearly doubled from 21% to 40% in April, while further increases to betting duties are expected next year, intensifying pressure on operators already struggling to defend margins.
Evoke management has attempted to reassure investors that a turnaround remains achievable. Chief executive Per Widerström told analysts the group remained “focused on delivering shareholder value” and argued operational KPIs were improving despite the worsening macro backdrop. But the market response has been sceptical. Investors appear increasingly unconvinced that operational efficiencies alone can offset the structural deterioration in UK online gambling economics.
Why private equity stepped back
That helps explain why private equity, once widely rumoured as a potential saviour, appears to have retreated.
Earlier speculation suggested buyout firms could be tempted by Evoke’s depressed valuation and international footprint. But the economics proved awkward. “PE wasn’t priced out,” says Robinson. “The structure stopped working.”
He argues Bally’s possesses advantages financial sponsors lack. “Bally’s Intralot is paying mostly in scrip and already has UK iCasino scale through Gamesys, so synergies show up day one. PE writes cash equity into £1.8 billion of Evoke debt and an uncertain UK mitigation plan, with no operational synergies of their own to offset it.”
In other words, Bally’s can justify the deal because it already operates similar businesses. Private equity could not.
Dr Stark-Lütke Schwienhorst argues the regulatory burden alone narrows the number of credible bidders.
“The complexity of obtaining licensing approval across multiple jurisdictions simultaneously materially narrows the field of credible bidders,” she says. “The regulatory threshold alone is likely to deter any bidder that lacks both an established presence in regulated European markets and the financial capacity to absorb a group whose leverage ratio leaves limited room for the costs that a licensing process of this scale typically generates.”
The irony is that Evoke’s multinational footprint, once presented as a strategic strength, may now reduce the number of buyers capable of acquiring it.
The risks Bally’s cannot ignore
Even so, scepticism surrounding Bally’s plans remains considerable.
On a recent episode of the Eilers & Krejcik Gaming podcast, analyst Alun Bowden questioned both the strategic rationale and the execution risk. “The combined debt would be massive – potentially around €3.5 billion,” he warned. “That’s a huge burden, especially in a tougher operating environment with increased taxes and economic uncertainty in the UK.”
Bowden also highlighted a more fundamental concern: sportsbook capability. William Hill remains, at heart, a sports betting business. Bally’s strengths, by contrast, are rooted more heavily in casino and bingo operations.
“Where is the product, the platform, the leadership to improve that side of the business?” Bowden asked. “This is the kind of deal that requires near-perfect execution across multiple complex areas.”
And then there is the integration challenge itself. Robinson describes the prospect of combining multiple technology platforms as “its own 18 to 24-month problem”. Platform migrations in gambling are notoriously risky, often resulting in customer disruption and market-share losses.
Nor is regulation likely to become more forgiving. UK reforms continue to increase compliance expectations while reducing profitability. Evoke has already confirmed plans to close around 200 William Hill betting shops, a stark illustration of how sharply the economics of Britain’s retail betting sector have deteriorated.
Robinson argues: “What’s being underpriced is combined net debt north of £3 billion, CMA scrutiny on UK online concentration and Evoke shareholders being handed scrip in a Greek-listed entity rather than cash.”
Breaking up the deal into smaller parts?
Still, alternatives appear limited.
A senior sector adviser suggests Morgan Stanley, advising Evoke, will already have canvassed likely buyers. “It’s a bit surprising though that private equity doesn’t seem to be looking,” the adviser says.
There remains speculation that, even if Bally’s acquires the whole group, some businesses could later be sold to reduce leverage. Robinson points to Italy and Mr Green as obvious candidates for future disposals. “The cleaner PE play is secondary carve-outs after close,” he says. “Sitting on £3 billion-plus of net debt, Bally’s Intralot will want to deleverage.”
Yet several industry observers believe a break-up before acquisition would be difficult.
“They already tried to sell Italy but offers were below what was needed to reduce the debt enough to allow the smaller business to service what was left,” says a senior sector adviser. “It’s a whole-company deal only, I suspect.”
Dr Stark-Lütke Schwienhorst agrees that breaking up the deal into smaller parts could be difficult.
“From a regulatory perspective, a full acquisition presents the advantage of a single, consolidated licensing process,” she says. Asset-level transactions, by contrast, would require separate approvals in each jurisdiction, multiplying execution risk and uncertainty.
Size is no longer enough
At roughly £2 billion enterprise value, Evoke now trades at levels that would once have seemed strikingly low for the owner of William Hill. Yet a senior sector adviser notes the valuation “is not far below market multiples for similar businesses with high tax rates”.
That may be the clearest sign of how profoundly the European gambling industry has changed. During the pandemic-era boom, investors rewarded online operators for growth at almost any cost. Today, they care more about resilience: lower leverage, stronger margins and insulation from regulatory shocks.
The irony is that Evoke may now be suffering from the same consolidation strategy that once helped build the company, a senior sector adviser remarks. The acquisition of William Hill’s international business was itself framed as transformational M&A capable of delivering scale and synergies. Instead, it left the group highly leveraged just as the market turned against debt-heavy gambling operators.
Now another consolidator believes it can succeed where the previous one failed. One conclusion seems increasingly difficult to avoid: in European gambling, size is no longer enough.
Original article: https://igamingbusiness.com/strategy/ma/why-would-ballys-buy-evoke-private-equity-walked-away/
