Allwyn and OPAP have amended the terms of their business combination in response to feedback from investors.
Under the terms of business combination announced in October, Allwyn was due to receive preference shares with enhanced voting rights in the combined company.
However, after receiving feedback from investors, Allwyn and OPAP have amended the terms of the agreement so that Allwyn receives ordinary shares in OPAP as consideration for the contribution of its assets and liabilities to the combined company.
Allwyn and OPAP said in a statement Tuesday that the removal of the contemplated issuance of preference shares highlights their commitment to continuing their long-term partnership with existing investors.
As a result of the amended agreement, Allwyn’s expected economic interest will remain at 78.5 per cent of the combined company. Within this, the economic interest of KKCG, Allwyn’s main shareholder, will remain at 75.1 per cent but KKCG’s voting interest will be reduced from 85.0 per cent to 75.1 per cent.
The combined business will maintain OPAP’s listing on the Athens Stock Exchange, with the company to be renamed Allwyn International.
OPAP shareholders are scheduled to vote on the proposed business combination at an extraordinary general meeting of the company on 7 January 2026 and are in line to receive a special dividend of €0.80 per share following completion of the transaction.
It is proposed that Lord Sebastian Coe will be appointed as a senior independent non-executive director of the combined company and chair of the Remuneration and Nomination Committee.
Current OPAP independent non-executive director Cherrie Chiomento will continue to serve in her role at the combined company and will chair the Audit Committee.
KKCG founder and Allwyn chairman Karel Komarek will serve as chairman of the combined business, which will be headquartered in Switzerland.
Allwyn reported consolidated net revenue of €1.02 billion for the third quarter of 2025 and Adjusted EBITDA of €374 million. For the first nine months of 2025, Allwyn posted consolidated net revenue of almost €3.0 billion and Adjusted EBITDA of almost €1.1 billion.
OPAP reported net gaming revenue of €409.9 million in Q3 and €1.2 billion in 9M 2025. EBITDA came to €214.2 million in Q3 and €612.6 million for the nine-month period.
Shares in OPAP SA (ATH:OPAP) closed 1.08 per cent lower at €18.39 per share in Athens Tuesday.