Allwyn OPAP merger advances after cash exit waiver approval

Allwyn International and OPAP have taken a decisive step toward completing their long-planned business combination after the boards of both companies formally approved the waiver of the cash exit condition attached to the transaction. The decision removes a key contingency that had previously linked completion of the deal to the level of shareholder redemptions at OPAP and confirms that the merger can proceed regardless of how many shareholders choose to exercise their contractual Exit Right. Subject to the receipt of remaining regulatory approvals and the satisfaction of customary closing conditions, the transaction is now expected to be completed in the first half of 2026.

Once finalised, the enlarged group is projected to become the world’s second-largest listed lottery and gaming operator. Its activities are expected to span a diversified portfolio that includes lotteries, sports betting, igaming and casual gaming entertainment across multiple jurisdictions. The companies state that the combination is designed to create a business with enhanced scale, broader geographic reach and a stronger platform for long-term growth, while maintaining disciplined financial policies and a focus on sustainable shareholder returns.

Background to the transaction and strategic rationale

The proposed combination between Allwyn International and OPAP represents the culmination of a relationship that has developed over several years, underpinned by shared strategic priorities and aligned long-term objectives. Allwyn has positioned itself as a lottery-led international gaming group with a focus on regulated markets, technological innovation and responsible gaming practices. OPAP, listed in Greece, has long been recognised as one of Europe’s most established gaming operators, with a dominant position in the Greek lottery market and a growing footprint in sports betting and online gaming.

From the outset, the transaction was framed as a cross-border combination aimed at creating a group capable of competing more effectively on a global scale. By pooling operational expertise, digital capabilities and capital resources, the companies believe the merged entity will be better placed to respond to structural changes in the global gaming industry, including the continued digitalisation of player engagement and the increasing regulatory scrutiny facing operators across Europe and beyond.

Shareholder vote and exit right framework

A critical milestone in the transaction process occurred at OPAP’s Extraordinary General Meeting held on 7 January 2026. At that meeting, shareholders were asked to approve a proposed cross-border conversion that forms an integral part of the transaction structure. Shareholders who voted against the conversion were granted the right to dispose of their shares in exchange for a fixed cash compensation of €19.04 per share. This mechanism, known as the Exit Right, was designed to provide an orderly exit for dissenting shareholders while allowing the transaction to proceed with the support of those in favour.

In total, 50,154,474 OPAP shares were eligible to carry this Exit Right. Initially, the overall transaction was conditional on shareholders exercising the Exit Right in respect of no more than five per cent of OPAP’s total paid-up share capital. This condition was included to provide financial certainty around the cash outflows associated with potential redemptions and to protect the balance sheet of the combined group at closing.

Waiver of the cash exit condition

By jointly agreeing to waive the cash exit condition, the boards of Allwyn International and OPAP have removed a key uncertainty surrounding the transaction. The waiver means that the deal will proceed irrespective of the final level of Exit Right redemptions, provided that all other regulatory approvals and closing conditions are satisfied.

The companies have indicated that this decision reflects their confidence in both the strategic merits of the combination and the financial capacity of the enlarged group. They have also pointed to the breadth of shareholder support expressed in favour of the transaction at the Extraordinary General Meeting as an important factor underpinning the waiver. According to the companies, the decision sends a clear signal of commitment to completing the transaction and delivering the anticipated benefits to stakeholders.

Regulatory approvals and expected timeline

Despite the waiver of the cash exit condition, the transaction remains subject to a number of regulatory approvals and customary closing requirements. These include approvals from relevant competition and gaming authorities in the jurisdictions in which the combined group operates. Both companies have stated that they continue to engage constructively with regulators and do not anticipate any material obstacles to completion.

The cross-border conversion of OPAP is expected to be completed within approximately three months of the Extraordinary General Meeting. Following that conversion, shareholders who have elected to exercise their Exit Right are expected to receive their cash compensation within one month of the conversion becoming effective. During this period, the relevant shares will not be tradeable and will not participate in the post-closing dividend that has already been announced.

Financial implications and funding arrangements

Allwyn International and OPAP have emphasised that the combined business has sufficient financing facilities and liquidity to fund both the potential Exit Right redemptions and the planned post-closing dividend. The companies have stated that their capital allocation framework is designed to balance long-term growth investments with resilient shareholder distributions, taking into account the cash requirements associated with the transaction.

The post-closing dividend has been set at €0.80 per share for shareholders who do not exercise the Exit Right. Shares subject to redemption under the Exit Right will not be entitled to this dividend, reflecting standard market practice and the legal structure of the transaction. Management has indicated that these arrangements have been carefully structured to ensure financial stability and predictability during the transition to the combined group.

Scale and market positioning of the combined group

Upon completion, the combined Allwyn and OPAP group is expected to hold leading positions across key European and North American markets. Its diversified portfolio is intended to reduce reliance on any single product or jurisdiction and to provide exposure to multiple growth drivers within the global gaming industry.

Lotteries are expected to remain at the core of the group’s strategy, providing stable cash flows and long-term concession-based revenues. These activities are complemented by sports betting and igaming operations, which offer higher growth potential but also require ongoing investment in technology, compliance and responsible gaming measures. The companies believe that the enlarged group’s scale will enhance its ability to invest in these areas while maintaining robust governance standards.

Capital markets strategy and index eligibility

As previously announced, Allwyn plans to seek an additional listing on another leading international exchange following completion of the transaction. This move is intended to broaden access to global capital markets, enhance liquidity in the company’s shares and increase visibility among international investors.

The combined group is also expected to remain eligible for inclusion in major emerging market indices, including MSCI and FTSE. Continued index inclusion is viewed as an important factor in maintaining demand from institutional investors and supporting the company’s overall valuation. Management has indicated that the corporate structure and governance arrangements of the combined group have been designed with these considerations in mind.

Leadership perspectives on the transaction

Senior executives and board members from both companies have publicly welcomed the waiver of the cash exit condition as a defining moment in the transaction process.

Karel Komarek, Founder and Chair of Allwyn and of KKCG Group AG, the investment company behind Allwyn, described the decision as a milestone for the combination. He said: “Today’s decision is a defining step in the combination of Allwyn and OPAP, which will accelerate innovation and further drive the enhancement of the customer proposition. For investors, this represents an opportunity to participate in a company with clear strategic momentum in the delivery of its vision to be the leading lottery-led gaming entertainment business globally.”

Robert Chvatal, Chief Executive Officer of Allwyn, highlighted the transaction’s significance in the context of the group’s broader evolution. He said: “This transaction represents another important step forward in Allwyn’s evolution. Over the past thirteen years, we have transformed from a fast-growing challenger into a diversified international leader with a strong track record of innovation and delivery. We are entering our next chapter with even greater ambition and confidence.”

Jan Karas, Chief Executive Officer of OPAP, emphasised the strategic logic of the combination from OPAP’s perspective. He said: “The combination of OPAP with Allwyn will create a global lottery and gaming player, listed in Greece, with compelling scale, diversification and growth prospects. This transaction represents a natural evolution of a relationship built on aligned objectives and shared ambition.”

Governance and risk considerations

Both companies have stressed that the transaction has been structured with a strong focus on governance, transparency and risk management. The waiver of the cash exit condition does not alter the underlying legal protections afforded to shareholders or the regulatory oversight applicable to the combined group. Management has stated that extensive scenario analysis has been undertaken to assess the potential impact of varying levels of Exit Right redemptions and that the group remains well positioned under a range of outcomes.

From a legal and regulatory perspective, the companies have reiterated their commitment to operating exclusively in regulated markets and to maintaining high standards of compliance. This approach is seen as essential to preserving the group’s licences and concessions and to supporting long-term value creation for shareholders.

Outlook for completion and integration

With the cash exit condition waived and board approvals secured, attention now turns to the remaining steps required to complete the transaction and integrate the two businesses. Management has indicated that detailed integration planning is already underway, with a focus on minimising disruption to operations and maintaining service quality for customers and partners.

The companies have stated that they intend to leverage best practices from both organisations, particularly in areas such as digital product development, data analytics and responsible gaming. At the same time, they have acknowledged the importance of respecting local market dynamics and regulatory requirements, especially in jurisdictions where OPAP has a long-established presence.

Conclusion

The decision by Allwyn International and OPAP to waive the cash exit condition marks a significant acceleration toward the completion of one of the most consequential transactions in the global lottery and gaming sector. By removing a key conditionality and reaffirming their commitment to the deal, the companies have provided greater certainty to shareholders, regulators and the wider market.

If completed as planned in the first half of 2026, the combination is expected to create a diversified, lottery-led gaming group with substantial scale, strong cash generation and a clear strategic focus on regulated growth. While regulatory approvals and integration challenges remain, the waiver underscores management’s confidence in the transaction’s strategic rationale and financial resilience. For investors and industry observers alike, the coming months are likely to be pivotal as Allwyn and OPAP move closer to realising their shared vision of a leading global gaming entertainment business.

FAQs

What does the waiver of the cash exit condition mean for the transaction?
It means the merger can proceed regardless of how many OPAP shareholders exercise their Exit Right as long as other approvals are obtained.

When is the Allwyn OPAP transaction expected to complete?
The companies are targeting completion in the first half of 2026 subject to regulatory approvals and closing conditions.

What is the Exit Right offered to OPAP shareholders?
Shareholders who opposed the cross-border conversion can sell their shares for cash compensation of €19.04 per share.

How many OPAP shares are eligible for the Exit Right?
A total of 50,154,474 shares carried the Exit Right following the Extraordinary General Meeting.

Will shareholders who exercise the Exit Right receive dividends?
No shares subject to the Exit Right will not participate in the €0.80 post-closing dividend.

What markets will the combined group operate in?
The enlarged group is expected to operate across Europe and North America with activities in lotteries sports betting igaming and casual gaming.

How will the transaction be financed?
The companies state that existing financing facilities and liquidity are sufficient to fund redemptions and dividends.

Will Allwyn seek additional stock market listings?
Yes Allwyn plans to pursue an additional international listing after completion to broaden investor access.

What is the strategic focus of the combined company?
The group aims to be a lottery-led gaming entertainment business with diversified regulated operations.

Does the waiver affect regulatory oversight?
No the transaction remains subject to all relevant regulatory approvals and compliance requirements.