Allwyn and OPAP Announce €16 Billion All-Share Merger
The boards of Allwyn International AG and OPAP S.A. have approved a landmark all-share merger that will unite the two companies under a single name Allwyn and create the world’s second-largest publicly listed gaming entertainment group. The deal values the combined entity at €16 billion.
A New Chapter in European Gaming
The merger will bring together two of Europe’s most influential lottery-led and gaming operators, extending their reach across the continent, the United States, and other international markets. The transaction formalises a long-standing partnership that began in 2013 when KKCG, Allwyn’s controlling shareholder, first invested in OPAP. Allwyn currently holds a 51.78% stake in the Greek operator.
By combining operations, the companies aim to achieve greater scale, access to new technologies and content, and an enhanced ability to compete in a rapidly changing global entertainment landscape. The merged company will continue to trade on the Main Market of the Athens Stock Exchange, with plans for a secondary listing in either London or New York.
The new Allwyn will be valued at €16 billion in equity terms, with Allwyn contributing assets worth €8.97 billion (net of liabilities, excluding its current OPAP shares). Following completion, Allwyn will own roughly 78.5% of the combined company, while OPAP’s remaining shareholders will hold about 21.5%. KKCG will retain control through an estimated 85% of voting rights.
The transaction underlines Allwyn’s ambitions to accelerate both organic and inorganic growth. The company reported pro forma EBITDA of €1.9 billion for the 12 months ending June 2025 and projects double-digit EBITDA growth through 2026. For OPAP shareholders, the merger promises higher earnings, strong cash flow, and a diversified global footprint while maintaining generous dividend distributions.
Leaders’ Comments
“Today’s announcement redefines the sector, signalling the creation of the second largest listed gaming entertainment company globally. 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,” said Karel Komárek, Founder and Chair of Allwyn and KKCG Group.
“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,” added Allwyn CEO Robert Chvátal.
From the Greek side, OPAP CEO Jan Karas said:
“This exciting combination creates a leading gaming company with strong Greek heritage, as well as a continued presence and listing in Greece. I’m excited about the opportunity for OPAP to deepen our strong existing relationship with Allwyn, driving innovation and additional growth opportunities.”
“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,” added OPAP CFO Pavel Mucha.
Leadership Team Confirmed
Once the merger is finalised, the new Allwyn will be headquartered in Switzerland. Robert Chvátal will continue as Group CEO, with Kenneth Morton as CFO. The existing OPAP management team, led by Jan Karas and Pavel Mucha, will remain in charge of operations in Greece and Cyprus. Karel Komárek will chair the Board, which will consist of eight members, half of whom will be independent.
The merger is subject to shareholder approval, expected between Q4 2025 and Q1 2026. Both Morgan Stanley and Grant Thornton have provided fairness opinions supporting the transaction.
Dividend Plan and Rebranding Timeline
OPAP shareholders are set to receive an interim dividend of €0.50 per share in November 2025. Following completion, the combined company will pay a dividend of €0.80 per share in lieu of OPAP’s remaining 2025 payout.
From fiscal year 2026 onward, the company plans a minimum annual dividend of €1.00 per share, offering a scrip option for reinvestment. Special dividends and share buybacks may be considered, depending on future performance and growth opportunities.
The combined group’s pro forma net debt to adjusted EBITDA ratio stands at 2.7x, with a medium-term target of around 2.5x. The companies expect the transaction to generate a post-tax return on invested capital exceeding OPAP’s cost of capital by the end of its second full financial year after completion.
Separately from the merger, OPAP plans to rebrand its consumer operations under the Allwyn name in early 2026, aligning its public identity with the parent group. The move aims to strengthen brand consistency and engagement across markets.
Allwyn and OPAP will host a joint investor presentation and Q&A session on 13 October 2025, offering further details about the deal’s structure and expected synergies.