The boards of both companies have approved the business merger of Allwyn with OPAP, through a transaction that combines all corporate holdings they control. The equity value of the resulting entity is estimated at $16 billion.
To implement the transaction, a formal agreement will be signed between the two companies. The merged company will be renamed Allwyn.
The deal marks a significant milestone in the evolution of both companies. It will unite two leading gaming operators, creating the second-largest publicly listed company in the global gaming and entertainment sector, with multiple diversified, rapidly growing, and leading market positions in Europe, the United States, and other international markets.
The Allwyn-OPAP Merger Creates a Leading Global Gaming Operator
The agreement builds on the already successful collaboration 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.
Allwyn has a strong track record of both organic and inorganic growth through strategic and complementary acquisitions.
Benefits for OPAP Shareholders
According to the announcement, the transaction ensures the long-term value of OPAP in a rapidly evolving gaming industry.
Allwyn intends to pursue listings on other leading international stock exchanges, such as London or New York, after the completion of the merger.
Additionally, it allows OPAP shareholders to benefit from the advantages of the merged company, including growth, scale, diversification, access to leading technologies, digitalization, and increased global brand recognition of Allwyn. They will also continue to enjoy significant and resilient returns.
For Allwyn, the transaction represents a natural milestone, with a stock market listing unlocking access to capital markets for future growth and enhancement of its global profile. It is a major step toward Allwyn’s mission to become the top global gaming and entertainment company.
OPAP Remains Listed on the Athens Exchange
Following the completion of the merger, the combined company will remain listed on the Main Market of the Athens Stock Exchange, expected to be among the largest companies by market capitalization. Allwyn also plans to seek a listing on another major international stock exchange, such as London or New York, after the transaction.
Independently of the merger, OPAP has made the strategic decision to rebrand from OPAP to Allwyn from Q1 2026. This initiative reflects OPAP’s commitment to maintain strong customer connections through innovative and meaningful interactions while enhancing offerings to meet the evolving expectations of younger generations.
Key Highlights of the Transaction
The Allwyn-OPAP merger creates a leading global gaming and entertainment operator with lottery games at the core, while offering OPAP shareholders participation in a financially enhanced and attractive investment proposition, based on:
- Scale: Pro forma EBITDA of Allwyn reached €1.92 billion for the twelve months ending June 30, 2025. The merged company will be the second-largest publicly listed gaming operator globally and the largest listed lottery company, well-positioned to capitalize on major industry trends.
- Growth: Enhanced growth profile, with double-digit estimated EBITDA CAGR for 2024–2026, significantly higher than OPAP alone.
- Digitalization: Ownership of key technologies, proprietary content, and AI capabilities that reduce reliance on third parties and accelerate innovation and time-to-market.
- Diversification: Multiple leading global market positions across various product categories, offering diversification and strategic options.
- Earnings and Cash Flow: Double-digit positive impact on adjusted earnings and free cash flow per share compared to OPAP’s prior levels, from the first full financial year post-merger.
- Shareholder Returns: Capital allocation framework providing a combination of growth and significant, resilient distributions to shareholders.
Immediately after the merger, Allwyn is expected to hold approximately 78.5% of the merged company, while other OPAP shareholders (excluding Allwyn) will hold the remaining 21.5%, assuming full consolidation of all corporate holdings.
Karel Komarek, Founder and Chairman of Allwyn and KKCG Group AG, said: “Today’s announcement reshapes the industry, marking the creation of the second-largest publicly listed gaming and entertainment company globally. For investors, this is a unique opportunity to be part of a dynamic company shaping the future of entertainment. The combined scale and strength, broad customer base, and Allwyn’s ongoing investments in technology and content will accelerate innovation and significantly enhance international growth. Our mission is to build the world’s leading gaming and entertainment company, and this transaction brings us closer to that goal.”
Robert Chvatal, CEO of Allwyn, said: “This transaction represents another milestone in Allwyn’s successful journey. Since our founding 13 years ago, we have grown significantly in business performance, scale, and innovation. With this merger, we will be able to expand further and faster, leveraging group-wide expertise, unified brand and sponsorship strategies, and technology and content developed internally.”
Jan Karas, CEO of OPAP, said: “This merger is exciting, creating a company with a leading position in the gaming sector, strong Greek heritage, and continued presence in Greece and the Greek stock exchange. I am thrilled about the prospect of deepening OPAP’s strong relationship with Allwyn, driving innovation and additional growth opportunities.”
Pavel Mucha, CFO of OPAP, said: “The outstanding financial characteristics of the merged company will continue to deliver significant shareholder dividends consistently, while facilitating investments in business operations and further value-accretive acquisitions to accelerate growth.”
Transaction Structure
As part of the merger, OPAP will spin off and contribute its operations to new Greek subsidiaries and 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 OPAP shares) to LuxCo (“Allwyn Contribution”) in exchange for newly issued LuxCo shares, creating the Merged Company.
The merged company will then transfer its registered office to Switzerland, Allwyn’s current headquarters, and be renamed Allwyn.
The transaction values Allwyn’s net assets (excluding OPAP shares) at €8.967 billion. In exchange, Allwyn will receive (subject to agreed adjustments and independent valuation completion):
- 437,688,420 new ordinary voting shares of LuxCo, valued at €20.12 each, totaling €8.806 billion, and
- 536,249,223 new preferred voting shares of LuxCo, valued at €0.30 each, totaling €161 million. Preferred shares will pay a fixed dividend (~5% based on OPAP’s last closing price before issuance) and will not carry rights to ordinary share dividends.
Immediately after completion, Allwyn will hold approximately 78.5% of the merged company, with remaining OPAP shareholders holding 21.5%. KKCG is expected to control 85% of voting rights, combining indirect ownership of ordinary and preferred shares.
OPAP’s board has received a fairness opinion from Morgan Stanley, and a report from Grant Thornton on the fairness of the transaction. Implementation is subject to shareholder approval at a general meeting, expected in Q4 2025 / Q1 2026.
Source: tovima.com
