Lottery giants Allwyn International and OPAP have taken a step closer to completing their merger after reporting “strong” support among shareholders, with only a minority of investors electing to exercise exit rights.
The companies announced the merger in October 2025, saying it would create a combined business worth €16 billion ($19.1 billion). Both the Allwyn and OPAP boards have approved the deal.
For the merger to proceed, Allwyn and OPAP must satisfy various other regulatory approvals and closing conditions. One potential hurdle was OPAP shareholders being able to dispose of their shares in exchange for cash compensation. This was offered at €19.04 per share across 50,154,474 OPAP shares and was available until 9 February.
With the deadline having passed, OPAP on Tuesday confirmed the exit right, in support of the merger, was exercised on 23,959,850 shares. This represented 6.7% of all OPAP shares outstanding, which the companies said represented “strong alignment” among shareholders.
“The portion of shareholders who elected to exercise their cash exit right is a strong vote of confidence in the benefits of this exciting transaction and we are delighted that the remaining shareholders will be investors in the combined business,” Allwyn CEO Robert Chvatal said.
What next in the Allwyn-OPAP merger?
Shareholders will receive a total cash compensation of €456 million. This will be paid out to relevant shareholders within a month from the the cross-border conversion, which is another step in the merger process. Allwyn has committed bank financing facilities and liquidity to settle the compensation.
OPAP will redomicile to Luxembourg and be renamed Allwyn AG, as per the terms of the merger agreement. In addition, Allwyn will contribute its assets and liabilities to OPAP in exchange for the issue of 445,684,184 new shares.
Should this go ahead as planned, the combined company will have a total of 770,799,070 shares. Of these shares, 78.4% will be held by KKCG, the controlling shareholder of Allwyn, while 21.6% will constitute the free float.
Combination could still complete in H1
Allwyn said all other approvals and closing conditions were progressing as expected. The two companies did not provide an update on when the merger could close, having initially said at the time of the deal that it would complete in H1 of this year.
“We are progressing well towards closing of the combination of Allwyn and OPAP – a landmark transaction that will position us as the second-largest listed lottery and gaming operator globally,” Chvatal said. “It underlines our ambition to continue growing and innovating, while delivering long-term value for all of our stakeholders.”
OPAP CEO Jan Karas added: “We’re pleased with the continued progress of the combination with Allwyn, in addition to the broad-based shareholder confidence in the merits of the transaction. This is a pivotal development that will reshape the future of our industry, lead to the listing of a leading global lottery and gaming player on the Greek stock market and create multiple benefits for our stakeholders.”
Another step in Allwyn’s ongoing evolution
Just weeks before the OPAP merger was announced, Allwyan also confirmed the acquisition of a majority stake in daily fantasy sports (DFS) operator PrizePicks. The deal provided Allwyn with access to the US DFS and betting space, with its only other link to the US being via its Illinois Lottery operation.
Meanwhile, Allwyn last year established its new Allwyn Digital division, led by ex-Betfred US CEO Kresimir Spajic. In addition, it has carried out a major tech overhaul of the UK National Lottery, which it took control of in February last year. More recently, it upgraded the lottery’s digital systems.
As for potential, future activity, Alwyn could utilise the OPAP merger to take ownership of Betano-parent Kaizen. Allwyn took an initial 36.75% holding in Betano – which is majority owned by OPAP – in April 2022.
Original article: https://igamingbusiness.com/strategy/ma/allwyn-opap-merger-edges-closer-shareholder-endorsement/
