The Boards of Directors of Allwyn International AG and OPAP S.A. have formally approved their business combination, an all-share transaction that will result in the world's second largest listed lottery and gaming operator. The resulting entity, to be renamed Allwyn, is valued at €16 billion in equity and stems from the signing of a Transaction Implementation Agreement.
This merger marks a significant milestone, bringing together two industry leaders and creating a company with leading positions across Europe, the United States, and other international markets. The operation builds on an existing successful partnership dating back to 2013, when KKCG, Allwyn's controlling shareholder, first invested in OPAP, of which Allwyn currently owns 51.78%.
The new Allwyn aims to leverage scale, diversification, and technology to accelerate its international growth. According to the announcement, the combined entity will benefit from an enhanced growth profile, with a pro forma EBITDA of €1.9 billion for the 12 months ended June 30, 2025. The projected EBITDA CAGR from 2024 to 2026 is expected to be double-digit, a figure "substantially higher" than what OPAP could achieve on a standalone basis.
Karel Komarek, Founder and Chairman of Allwyn and KKCG, emphasized that this combination "redefines the sector" by creating the second-largest listed gaming entertainment company globally, with a "massive customer base" and continuous investment in technology. Allwyn CEO Robert Chvatal noted that this merger will enable "faster" growth by deploying group-wide know-how and unified brand strategies, as well as proprietary technology.
Despite the merger, the new Allwyn will maintain its primary listing on the Main Market of the Athens Stock Exchange, where it is expected to be one of the largest companies by market capitalization. The company also plans to pursue an additional listing on another leading international exchange, such as London or New York, following the closing of the transaction.
Independently of the transaction, OPAP has decided to change its consumer brand to Allwyn starting in Q1 2026, aiming to innovate and enhance interaction with younger generations.
The operation is expected to be highly attractive to OPAP shareholders, offering the benefits of scale, digitalization, and diversification, while maintaining "substantial and resilient cash returns."
- Dividend Policy: The combined company will maintain a sustainable dividend policy, with an annual minimum dividend of €1.00 per share from FY2026 onwards, consistent with OPAP's existing dividend policy, and a scrip option available for all dividend payments. Special dividends and buybacks will also be considered, while preserving flexibility for the combined company to invest in organic and inorganic opportunities.
- Management: Robert Chvatal will continue as CEO and Kenneth Morton as CFO of the combined entity. OPAP's current management team, led by Jan Karas as CEO, will continue to manage OPAP's operations in Greece and Cyprus. The Board of Directors will be chaired by Karel Komarek and comprise eight members, ensuring 50% independent non-executive directors.
The implementation of the transaction is subject to shareholder approval at a general meeting expected to be held in Q4 2025 or Q1 2026.
