Allwyn and OPAP approve all-share merger valued at €16 billion
Summary
Allwyn International AG and OPAP S.A. have agreed an all‑share merger valuing the combined group at €16 billion, creating the world’s second-largest listed gaming entertainment company. The merged business will trade under the Allwyn name and remain listed on the Athens Stock Exchange, with possible additional listings in London or New York under consideration.
The deal follows a long-standing partnership since 2013; Allwyn currently holds 51.78% of OPAP. Under the terms, OPAP will transfer its operations into new Greek subsidiaries and move its statutory seat to Luxembourg, while Allwyn will contribute its assets and liabilities (excluding OPAP shares) for newly issued shares. The combined entity will re-domicile to Switzerland, Allwyn’s headquarters.
Financially, Allwyn’s net assets are valued at €8,967m, with consideration comprising €8,806m in ordinary shares and €161m in preferred shares carrying a ~5% coupon. Post-transaction ownership is expected to be c.78.5% held by Allwyn and 21.5% by OPAP shareholders; KKCG is projected to control about 85% of voting rights. Shareholder approval is expected in late 2025 or early 2026.
Pro forma Allwyn EBITDA was €1.9bn for the 12 months to 30 June 2025. The combined group forecasts double-digit EBITDA CAGR from 2024–2026, with EPS and free cash flow per share projected to be double-digit accretive to OPAP in the first full year after closing. The capital allocation policy includes a minimum annual dividend of €1.00 per share from FY2026 (with a scrip option); OPAP shareholders will receive an interim €0.50 for FY2025 and a post-merger €0.80 for that year. Net debt/adjusted EBITDA stood at 2.7x in Q2 2025 with a medium-term target of 2.5x.
Leadership will combine executives from both groups: Robert Chvatal as CEO and Kenneth Morton as CFO of the combined company, while OPAP management led by Jan Karas and Pavel Mucha will continue running operations in Greece and Cyprus. The new board, chaired by Karel Komarek, will have eight directors with half independent non-executives.
Key Points
- The all-share merger values the combined Allwyn–OPAP at €16 billion, creating the world’s second-largest listed gaming entertainment company.
- The merged group will use the Allwyn name, remain listed on the Athens Stock Exchange and may pursue further international listings.
- Allwyn’s net assets valued at €8,967m; consideration includes ordinary and €161m in preferred shares with ~5% coupon.
- Post-close ownership: Allwyn ~78.5%, OPAP shareholders ~21.5%; KKCG expected to control ~85% of voting rights.
- Pro forma EBITDA €1.9bn (12 months to 30 June 2025); double-digit EBITDA CAGR projected for 2024–2026.
- Dividend policy includes a minimum €1.00 per share from FY2026 and a scrip option; interim and post-merger dividends set for FY2025.
- Leadership and board will combine executives from both firms; operational teams in Greece and Cyprus remain in place.
- Operational footprint spans lotteries, sports betting and VLTs in Greece and Cyprus (OPAP) and broader European/North American markets (Allwyn).
Context and relevance
This merger is a major consolidation in the global gaming sector. It brings together strong regulated retail networks (OPAP) with Allwyn’s technology, content and international reach. The deal has strategic implications for market positioning across Europe and North America, could accelerate product and AI-driven innovation, and will matter to investors, regulators and partners across the supply chain. For Greece specifically, the combined company retains a domestic listing and keeps a sizable operational presence locally, while corporate re-domiciliation and multi-market listings may affect tax, governance and capital access.
Why should I read this?
If you follow gaming M&A, finance or the Greek market, this is big news — think blockbuster consolidation. It changes competitive dynamics, ownership control and where power sits in European lotteries and betting. We skimmed the corporate detail so you don’t have to: top-line valuation, who ends up running the show, dividend plans, and what it means for growth and leverage. In short — worth five minutes of your time if you care about the sector getting bigger and more tech-focused.
Source
Source: Allwyn and OPAP approve all-share merger valued at €16 billion — Yogonet International