llwyn International AG (Allwyn) and OPAP S.A. (OPAP) have announced that their respective Boards of Directors have approved the business combination of Allwyn and OPAP through an all-share transaction that values the resulting entity at an equity value of €16 billion.
"This will be facilitated by their entry into a transaction agreement (Transaction Implementation Agreement). The Combined Company will be renamed Allwyn," a press release notes, addingthat the move creates the second largest listed gaming entertainment company globally.
It continues, "The Transaction marks a major milestone in the evolution of both companies. It will bring together two leading gaming operators, creating the second largest listed gaming entertainment company globally, with multiple diverse, fast-growing and market-leading positions across Europe, the United States and other international markets. The Transaction builds on the existing successful partnership between OPAP and Allwyn which goes back to 2013, when KKCG, the controlling shareholder of Allwyn, first invested in OPAP. Allwyn currently owns 51.78% of OPAP."
The press release also notes that Allwyn brings a strong track record of both organic and inorganic growth, including through strategic and bolt-on acquisitions, adding, "The Transaction safeguards the long-term value of OPAP in a rapidly evolving gaming environment. It also allows OPAP’s public shareholders to benefit from advantages of the Combined Company, including growth, scale, diversification, access to leading technology and digitalisation and increased global brand recognition, while continuing to benefit from substantial and resilient cash returns. For Allwyn, the Transaction represents the natural next milestone in its journey with a public market listing unlocking access to equity capital markets for future growth and elevating the profile of its global platform. It is a significant step in Allwyn’s mission to become the leading global gaming entertainment company."
Following the completion of the Transaction, the Combined Company will remain listed on the Main Market of the Athens Stock Exchange, where it is expected to be one of the largest companies by market capitalisation. Allwyn intends to pursue an additional listing on another leading international exchange such as London or in New York following closing.
Independently of the Transaction, OPAP has made a strategic decision to change its consumer brand from OPAP to Allwyn as of Q1 2026. "This initiative reflects OPAP’s commitment to maintaining strong engagement with its customers through innovative and meaningful interactions, as well as enhancing its proposition to meet the evolving expectations of younger generations," the press release points out.
Transaction highlights
The business combination of Allwyn and OPAP creates a leading global lottery-led entertainment and gaming operator, and presents an opportunity for OPAP shareholders to participate in a materially improved and financially attractive investment proposition, underpinned by:
- Scale: Allwyn’s pro forma EBITDA was €1.9 billion for the 12 months to 30th June 2025 and the Combined Company will be the second largest listed lottery and gaming operator globally, as well as the largest listed lottery company, and well-positioned to capitalise on key industry trends.
- Growth: Enhanced growth profile with double-digit projected EBITDA CAGR from 2024 to 2026, substantially higher than OPAP on a standalone basis.
- Digitalisation: Ownership of key technologies, best-in-class proprietary content and AI capabilities reducing dependency on third parties and accelerating innovation and time-to-market.
- Diversification: Multiple market leadership positions globally, across products, creating diversification and significant strategic optionality.
- Earnings and cash flow: Double-digit accretive to OPAP adjusted earnings per share and adjusted free cash flow per share in the first full year post completion, normalised for the temporary benefit of the GGR contribution prepayment.
- Shareholder income: Capital allocation framework delivering a combination of growth and material, resilient, shareholder distributions.
Commenting on the announcement, Karel Komarek, Founder and Chair of Allwyn, and of KKCG Group AG (KKCG), the investment company behind Allwyn, said it, “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. 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.”
Robert Chvatal, Allwyn CEO, said, “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. 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.”
Jan Karas, OPAP CEO, added, “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.”
Pavel Mucha, OPAP CFO, commented, “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.”
Transaction Structure
As part of the Transaction, OPAP will hive down its business to new Greek subsidiaries and transfer its statutory seat to Luxembourg (the “LuxCo”). Allwyn (which is 95.73% owned by KKCG and 4.27% by J&T Arch) will contribute its assets and liabilities (excluding the shares it currently holds in OPAP) to LuxCo (the “Allwyn Contribution”) in consideration for newly issued shares in LuxCo, forming the Combined Company. The Combined Company will subsequently re-domicile to Switzerland, where Allwyn has its headquarters today, and will be renamed Allwyn.
The Transaction values Allwyn’s assets net of liabilities (excluding the shares it holds in OPAP) at €8,967 million. In consideration of the Allwyn Contribution, Allwyn will receive (subject to certain agreed adjustments and completion of independent expert review in accordance with applicable laws):
- €8,806 million in newly issued ordinary registered voting shares in LuxCo (437,688,420 shares, at an implied value of €20.12 per share) (3); and
- €161 million in newly issued preferred registered voting shares in LuxCo (536,249,223 shares, at an implied value of €0.30 per share). The preferred shares will pay a fixed coupon (4) based on the closing share price of OPAP on the day before issue and will have no right to ordinary dividends. Calculated based on the Last Closing Price, the fixed coupon would be approximately 5% (5).
Immediately following the completion of the Transaction, Allwyn is expected to have an economic interest in the Combined Company of approximately 78.5%, while OPAP shareholders (excluding Allwyn ) will hold the remaining 21.5%, assuming an all-share combination. KKCG is expected to control 85.0% of total voting rights in the Combined Company based on its combined indirect ownership of ordinary and preferred voting shares.
OPAP’s Board of Directors has received a fairness opinion letter from Morgan Stanley. Additionally, a fairness opinion from Grant Thornton was obtained by OPAP in the context of the related party Transaction Implementation Agreement. The implementation of the transaction steps is subject to shareholder approval during a general meeting expected to be held in Q4 2025 / Q1 2026.
Dividend Policy and Pro Forma Capital Allocation of the Combined Company
Shareholders will benefit from a capital allocation framework delivering a combination of growth and material, resilient, shareholder distributions:
- OPAP shareholders will be entitled to receive the announced interim dividend of €0.50 per OPAP share for the 2025 financial year in November 2025, which was approved by OPAP’s Board of Directors on 2 September 2025.
- The Combined Company will pay a dividend of €0.80 per share shortly after completion of the Transaction, in lieu of the remaining dividend for the financial year 2025.
- In the medium term, the Combined Company intends to maintain a sustainable dividend policy, with an annual minimum dividend of €1.00 per share from FY2026 onwards, in line with OPAP’s existing dividend policy, with a scrip option available for all dividend payments.
- Special dividends and buybacks will also be considered, while also preserving flexibility for the Combined Company to invest in organic and inorganic opportunities.
The Q2-25 net debt / Adjusted EBITDA pro forma for announced acquisitions stands at 2.7x (7). The medium-term target net debt / Adjusted EBITDA is around 2.5x, with flexibility to exceed the target for value accretive inorganic growth with a clear path to deleveraging. As such, the Group will have a robust balance sheet with significant flexibility to allocate capital to both shareholder returns and growth initiatives.
The Transaction is expected to deliver a post-tax return on invested capital that exceeds OPAP’s cost of capital by the end of the second full financial year post completion, further underpinning the value creation opportunity for OPAP shareholders.
Management and Governance
Following the completion of the Transaction, Robert Chvatal (current CEO of Allwyn) and Kenneth Morton (current CFO of Allwyn) will continue to lead the management team of the Combined Company as CEO and CFO, respectively. OPAP’s current management team led by Jan Karas as CEO and Pavel Mucha as CFO will continue to lead OPAP’s operations in Greece and Cyprus. The Combined Company will be chaired by Karel Komarek and have an eight-person Board of Directors. This will include the six existing Allwyn directors (including Chair), two of whom are independent, as well as two newly appointed independent non-executive directors, resulting in the Board having 50% independent non-executive directors.
Management Presentation and Global Analyst & Investor Q&A call A pre-recorded presentation setting out further details concerning the Transaction is available here. The link is available on OPAP’s website at https://investors.opap.gr/ and Allwyn’s website at https://www.allwyn.com/investors. A supplemental databook has been posted to Allwyn’s website at https://www.allwyn.com/investors.
"OPAP and Allwyn will conduct a Global Analyst & Investor Q&A Call on 13 October 2025 at 1430h Eastern European Summer Time / 1230h British Summer Time / 0730h Eastern Time. Participants who choose to dial-in by telephone can use the below dial-in instructions. We encourage attendees to call 10 minutes ahead of the scheduled start time to ensure your participation," the press release also noted.
Dial-in details:
UK participants please dial: +44 (0) 800 368 1063
Greek participants please dial: +30 211 180 2000
US participants please dial: +1 516 447 5632
Other International please dial: +44 (0) 203 0595 872
Live Webcast:
The conference call will be webcast in real time over the internet and participants may join by accessing the webcast using the following link. If you experience any difficulty, please call +30 210 94 60 803. A link with connection details to the webcast will also be posted on Allwyn’s website and on OPAP’s website.
About OPAP
OPAP is the leading gaming company in Greece and Cyprus and one of the most renowned in its industry worldwide. OPAP holds exclusive rights in numerical lotteries, land-based sports betting and VLTs in Greece and numerical lotteries in Cyprus. OPAP operates an extensive retail and online network, and continues to expand its digital offering. Its mission is to deliver safe, engaging, and high-quality entertainment experiences while creating sustainable value for stakeholders and contributing meaningfully to society.
About Allwyn
Allwyn is a multi-national gaming entertainment company, lottery-led and with leading market positions and trusted brands across Europe and North America. Its purpose is to make play better for all by focusing on innovation, technology, player safety and returning more to good causes across a growing casual gaming entertainment portfolio.
About KKCG
KKCG is an investment and innovation group with expertise in lotteries and gaming, energy, technology, and real estate. Founded by entrepreneur, investor, and philanthropist Karel Komarek, KKCG employs over 16,000 people in 37 countries across its portfolio companies, with more than €10 billion in assets under management.
KKCG’s businesses include, amongst others, Allwyn; MND Group, an international producer and supplier of traditional and renewable energy; ARICOMA and Avenga, providing comprehensive IT services and custom software development around the globe; and KKCG Real Estate Group.
With operations on several continents, KKCG businesses draw on capital, networks, and insights from across the group to enable profitable, sustainable growth for the long term.
KKCG is committed to supporting the communities where it operates, contributing to the societies it works within.
Advisers
Morgan Stanley is serving as financial advisor to OPAP in connection with the Transaction and Koutalidis Law Firm, Homburger and Charles Russell Speechlys are serving as its legal counsel.
PJT Partners is serving as financial advisor to Allwyn in connection with the Transaction and Milbank LLP, PotamitisVekris, Lenz & Staehelin and Loyens & Loeff Luxembourg S.à r.l. are serving as its legal counsel.
