OPAP shareholders approve key steps toward Allwyn merger

Shareholders of OPAP have formally approved the resolutions required to advance the group’s proposed merger with Allwyn, a significant milestone in what promises to be a landmark cross-border transaction within the European gaming sector. The approvals represent a crucial procedural step, clearing the way for the planned conversion of OPAP from its Greek headquarters to Luxembourg, a prerequisite for the larger business combination with Allwyn.

The decision was reached at an Extraordinary General Meeting (EGM) convened in Athens on 7 January 2026, where shareholders voted on several resolutions critical to the company’s re-domiciliation and eventual merger. The vote underscored strong investor support, reflecting confidence in OPAP’s strategic alignment with Allwyn’s broader international ambitions.

Strong Shareholder Support for Conversion

The key resolution concerned the cross-border conversion of OPAP, which entails changing the company’s legal domicile from Greece to Luxembourg. This step is required under Greek law to facilitate the wider merger with Allwyn. According to a joint statement issued by OPAP and Allwyn, the resolution authorising the conversion received the support of 80.3% of votes cast. More than 231 million shares were voted in favour, while approximately 50 million shares were opposed. A small number of abstentions were also recorded.

“The approval of this resolution is a decisive moment in the evolution of OPAP and its strategic partnership with Allwyn,” the companies stated. “It reflects the confidence of shareholders in the proposed merger and the long-term value creation it is expected to generate.”

The outcome comfortably surpassed the threshold required under Greek corporate law, providing a strong mandate for management to proceed with the next stages of the transaction. The shareholder vote also signals broad alignment between OPAP, Allwyn and their principal shareholder, KKCG, which has been closely involved in supporting the merger framework.

Next Steps in the Cross-Border Conversion

With shareholder approval secured, OPAP can now formally proceed with the cross-border conversion process. Both companies anticipate that this stage will be completed within approximately three months of the EGM. The process will involve re-domiciling the company under Luxembourg law, updating corporate structures and aligning regulatory and reporting requirements to meet the standards of the new jurisdiction.

While the shareholder vote is a major procedural milestone, the completion of the transaction remains contingent on additional conditions. These include standard regulatory approvals in Luxembourg and Greece, the satisfaction of customary closing requirements and the orderly management of shareholder exit rights. OPAP has already obtained approval from the Hellenic Gaming Commission, which cleared the transaction in December 2025, removing one of the primary regulatory hurdles for the merger.

Shareholder Exit Rights and Redemption Options

A key element of the merger process concerns the rights of shareholders who opposed the conversion. Under the terms of the resolution, dissenting shareholders are entitled to exercise a cash exit option. This option allows shareholders to sell their shares back to OPAP for cash compensation, provided that the total redemptions do not exceed 5% of the company’s issued share capital. If necessary, this threshold can be jointly waived by OPAP and Allwyn to accommodate additional redemptions.

Shareholders choosing to exercise their exit rights will receive compensation within one month of the conversion becoming effective. However, shares designated for redemption will be restricted from trading during the process and will not qualify for OPAP’s upcoming €0.80 dividend.

The boards of both companies have indicated that they expect redemption requests to remain limited, preserving the long-term alignment between OPAP, Allwyn and KKCG. “We anticipate that the vast majority of shareholders will continue to support the strategic direction of OPAP and Allwyn,” the companies stated. “The framework in place ensures that shareholders’ rights are fully respected while enabling the merger to proceed smoothly.”

Strategic Significance of the Allwyn Merger

The proposed merger with OPAP is a central component of Allwyn’s international growth strategy. Over recent years, the group has expanded its global footprint through several high-profile initiatives, including the acquisition of PrizePicks, a leading US-based gaming operator and securing the licence to operate the UK National Lottery. These moves have positioned Allwyn as a major player in the lottery and gaming sectors across Europe and North America.

By integrating OPAP, Allwyn is expected to consolidate its position as one of Europe’s largest lottery operators, with expanded capabilities in online and retail gaming markets. OPAP brings a well-established portfolio of gaming operations, including sports betting, lottery and casino services, which complements Allwyn’s existing operations and expertise.

The merger is also seen as a step toward operational synergies and efficiency gains. Analysts note that aligning corporate governance structures, regulatory compliance and technological infrastructure across both groups could generate significant cost savings and enhance service offerings for players across multiple jurisdictions.

Regulatory Compliance and Oversight

Regulatory compliance is a cornerstone of the merger process. Both OPAP and Allwyn have highlighted their commitment to upholding the highest standards of operational integrity and player protection. The Hellenic Gaming Commission’s approval in December 2025 was a critical endorsement of the transaction, confirming that the merger aligns with Greek gaming laws and regulations.

In Luxembourg, additional regulatory approvals are required before the cross-border conversion can be finalized. These include confirmations of corporate structure, tax arrangements and adherence to EU and national gaming legislation. The companies have stated that they are actively engaging with authorities to ensure a smooth approval process and anticipate no significant obstacles.

Impact on European Gaming Market

The OPAP-Allwyn merger is likely to have a material impact on the European gaming landscape. By combining resources, expertise and market reach, the merged entity will have the scale to compete more effectively with other major operators in regulated markets. Market analysts suggest that the merger could accelerate the adoption of digital platforms, improve product offerings and enhance customer experiences for players in Greece, Luxembourg and other European countries where the companies operate.

Moreover, the merger may stimulate additional investment and innovation in lottery and gaming technology. Allwyn’s track record in deploying advanced platforms and integrating multi-channel services is expected to complement OPAP’s domestic operations and drive long-term growth across multiple markets.

Expected Timeline and Milestones

If all remaining conditions are satisfied, the merger could be completed within the coming months, with the cross-border conversion serving as the immediate next milestone. Following the conversion, operational integration and alignment of governance structures will be prioritized to ensure seamless continuity for customers, employees and stakeholders.

The companies have emphasized that they are committed to transparent communication throughout the process. Shareholders, regulators and the wider market will be kept informed of progress, ensuring confidence in the merger’s implementation and compliance with all legal and regulatory requirements.

Long-Term Outlook

For OPAP, the merger represents an opportunity to expand beyond its domestic Greek market and participate in a wider, pan-European gaming network. For Allwyn, the transaction strengthens its position as a leading international operator with diversified revenue streams and access to new growth opportunities.

Both companies have expressed optimism about the strategic alignment and potential synergies of the merger. “The integration of OPAP into Allwyn’s global network is expected to create long-term value for shareholders and support the continued development of a responsible and innovative gaming sector,” the joint statement concluded.

The merger also underscores broader trends in the gaming industry, where consolidation, cross-border partnerships and digital innovation are shaping the competitive landscape. By positioning themselves at the forefront of these trends, OPAP and Allwyn aim to deliver sustainable growth, enhanced player experiences and increased shareholder value.

Conclusion

The approval of the cross-border conversion by OPAP shareholders marks a pivotal step in the proposed merger with Allwyn. While several regulatory and procedural conditions remain, the transaction represents a major development for both companies and the European gaming market at large. By aligning strategic objectives, securing shareholder support and meeting regulatory requirements, OPAP and Allwyn are poised to create a combined entity capable of competing at the highest level across multiple markets.

With the process underway, stakeholders will be closely monitoring subsequent developments, including the completion of the cross-border conversion, the exercise of shareholder exit rights and the operational integration of the two companies. If successful, the merger is likely to redefine the competitive dynamics of the European lottery and gaming sectors for years to come.

Shareholder exit rights and redemption procedures are an important component of this transaction and are expected to ensure fairness while supporting the strategic objectives of the merger.

FAQs

What was approved at the OPAP Extraordinary General Meeting?
Shareholders approved the cross-border conversion and re-domiciliation of OPAP from Greece to Luxembourg, clearing a key step toward the Allwyn merger.

How many shareholders supported the merger?
80.3% of shares voted in favour of the conversion resolution, representing more than 231 million shares.

What happens to shareholders who opposed the conversion?
Dissenting shareholders can exercise a cash exit option, provided total redemptions do not exceed 5% of OPAP’s issued share capital.

When will the cross-border conversion be completed?
The companies anticipate completion within approximately three months of the EGM.

Has OPAP received regulatory approval?
Yes, the Hellenic Gaming Commission approved the transaction in December 2025.

Will shares sold under the exit option receive dividends?
No, shares designated for redemption will not qualify for OPAP’s €0.80 dividend.

Why is OPAP merging with Allwyn?
The merger is part of Allwyn’s international expansion strategy and is expected to create operational synergies and long-term value.

How will the merger impact the European gaming market?
The combined entity will have increased scale, enhanced digital platforms and expanded service offerings across multiple jurisdictions.

What regulatory approvals are still required?
Additional approvals in Luxembourg and compliance with EU and national gaming regulations are required to complete the cross-border conversion.

What is the long-term outlook for the merged company?
The merger is expected to strengthen Allwyn’s position as a leading international operator, deliver sustainable growth and enhance shareholder value.