Allwyn International and OPAP have entered into a business combination to create a leading global lottery-led entertainment and gaming operator.
The transaction marks a major milestone in the evolution of both companies, bringing together two leading gaming operators and creating the second largest listed gaming entertainment company globally, with market-leading positions across Europe, the United States and other international markets.
Allwyn currently owns a 51.78 per cent majority stake in Greek gaming and lottery operator OPAP, with the all-share transaction valuing the combined company at an equity value of €16 billion.
The agreement builds on the existing successful partnership between OPAP and Allwyn which goes back to 2013, when KKCG, the controlling shareholder of Allwyn, first invested in OPAP.
The transaction has been approved by Allwyn and OPAP’s respective board of directors.
“Today’s announcement redefines the sector, signalling the creation of the second largest listed gaming entertainment company globally,” said Allwyn founder and chair Karel Komarek. “For investors, this is a unique opportunity to be part of a dynamic company that is shaping the future of entertainment.
“The combined strength and scale of these multi-billion dollar businesses, massive customer base and Allwyn’s continued investment in technology and content, will accelerate innovation and fuel significant international growth. We’re on a mission to build the world’s leading global gaming entertainment company, and today’s transaction takes us one step closer to that goal.”
For Allwyn, the transaction represents the natural next milestone in its journey with a public market listing unlocking access to equity capital markets for future growth and elevating the profile of its global platform.
Following completion, the combined company will remain listed on the Athens Stock Exchange, while Allwyn intends to pursue an additional listing on another leading international exchange such as London or in New York.
Independently of the transaction, OPAP has made a strategic decision to change its consumer brand from OPAP to Allwyn from the first quarter of 2026.
Allwyn CEO Robert Chvatal commented: “This transaction marks a further milestone in Allwyn’s successful journey. Since being founded 13 years ago, we have grown substantially in terms of business performance, scale and innovation.
“With this combination, we will be able to grow further, faster as we deploy group-wide know-how, a unified brand and sponsorship strategy, and in-house technology and content.”
OPAP will hive down its business to new Greek subsidiaries and transfer its statutory seat to Luxembourg (LuxCo).
Allwyn (which is 95.73 per cent owned by KKCG and 4.27 per cent by J&T Arch) will contribute its assets and liabilities (excluding the shares it currently holds in OPAP) to LuxCo in consideration for newly issued shares in LuxCo, forming the combined company.
The combined company will subsequently be re-domiciled to Switzerland, where Allwyn has its headquarters, and will be renamed Allwyn.
Immediately following completion, Allwyn is expected to have an economic interest in the combined company of approximately 78.5 per cent, while OPAP shareholders (excluding Allwyn) will hold the remaining 21.5 per cent, assuming an all-share combination.
KKCG is expected to control 85.0 per cent of total voting rights in the combined company, based on its combined indirectvownership of ordinary and preferred voting shares.
“This exciting combination creates a leading gaming company with strong Greek heritage, as well as a continued presence and listing in Greece,” said OPAP CEO Jan Karas. “I’m excited about the opportunity for OPAP to deepen our strong existing relationship with Allwyn, driving innovation and additional growth opportunities.”
OPAP chief financial officer (CFO) Pavel Mucha added: “The tremendous financial characteristics of the combined business will continue to deliver substantial, consistent dividends to our shareholders, while also allowing investment in the business and additional value-accretive acquisitions to further accelerate growth.”
The implementation of the transaction steps is subject to shareholder approval during a general meeting expected to be held in Q4 2025 or Q1 2026.
OPAP shareholders will be entitled to receive the announced interim dividend of €0.50 per OPAP share for the 2025 financial year in November, which was approved by OPAP’s board in September.
The combined company will pay a dividend of €0.80 per share shortly after completion of the transaction, in lieu of the remaining dividend for the financial year 2025.
In the medium term, the combined company intends to maintain a sustainable dividend policy, with an annual minimum dividend of €1.00 per share from FY2026 onwards, in line with OPAP’s existing dividend policy, with a scrip option available for all dividend payments.
Special dividends and buybacks will also be considered, while also preserving flexibility for the combined company to invest in organic and inorganic opportunities.
Upon completion, Chvatal and Allwyn CFO Kenneth Morton will continue to lead the management team of the combined company as CEO and CFO respectively.
OPAP’s current management team, led by Karas as CEO and Mucha as CFO, will continue to lead OPAP’s operations in Greece and Cyprus.
The combined company will be chaired by Komarek and have an eight-person board of directors. This will include the six existing Allwyn directors (including chair), two of whom are independent, as well as two newly appointed independent non-executive directors.
Allwyn is also in the process of acquiring fantasy sports operator PrizePicks and iGaming operator Novibet.
Shares in OPAP SA (ATH:OPAP) were trading 1.89 per cent higher on the news at €20.50 per share in Athens earlier Monday.