Allwyn and OPAP Announce Merger to Create $18.6 Billion European Gambling Giant

European Gambling Sector Sees Major Consolidation with Allwyn-OPAP Merger

Allwyn International AG and the Organisation of Football Prognostics S.A. (OPAP) have formally announced a business combination through an all-share transaction, poised to establish a new powerhouse in the global gambling and lottery sector. The deal, approved by both companies' Boards of Directors, is set to create the second-largest listed lottery and gaming operator globally, behind Flutter Entertainment, with an equity valuation of approximately €16 billion ($18.6 billion).

Transaction Details and New Structure

The merger is structured as an all-share transaction, leveraging an existing partnership where Allwyn already holds a 51.78% stake in OPAP. Post-merger, the combined entity will be renamed Allwyn, with Allwyn shareholders expected to hold approximately 78.5% of the resulting company, while OPAP minority shareholders will retain the remaining 21.5%. Karel Komarek's investment firm KKCG, the majority owner of Allwyn, is projected to control 85% of the voting rights in the newly formed entity. The combined company will maintain its listing on the Athens Stock Exchange, where it is anticipated to become one of the largest firms by market capitalization. Furthermore, Allwyn intends to pursue an additional listing on a leading international exchange, such as London or New York, following the completion of the transaction. Shareholders of OPAP are expected to receive a dividend of €0.80 per share shortly after the transaction's completion, in lieu of the remaining 2025 dividend, with an annual minimum dividend of €1.00 per share from fiscal year 2026 onwards. The transaction is projected to conclude in the first half of 2026, pending shareholder approval at a general meeting slated for Q4 2025 or Q1 2026.

Strategic Rationale and Financial Projections

This merger represents a significant strategic move designed to create a global gaming entertainment powerhouse with diversified, rapidly growing, and market-leading positions across Europe, the United States, and other international markets. For OPAP, the transaction is intended to safeguard its long-term value in a dynamically evolving gaming environment, allowing its public shareholders to benefit from increased growth, scale, diversification, enhanced technology access, digitalization, and strengthened global brand recognition. For Allwyn, the merger is a natural progression, providing access to equity capital markets for future growth initiatives and elevating its global profile. Financially, Allwyn's pro forma EBITDA for the 12 months ending June 30, 2025, stood at €1.9 billion. The combined company anticipates an enhanced growth profile, projecting a double-digit EBITDA compound annual growth rate (CAGR) from 2024 to 2026, significantly higher than OPAP's standalone forecast. The transaction is also expected to be double-digit accretive to OPAP's adjusted earnings per share and adjusted free cash flow per share in the first full year post-completion. The new entity plans to leverage its ownership of key technologies, proprietary content, and AI capabilities to reduce reliance on third parties, thereby accelerating innovation and time-to-market.

Broader Market Implications and Regulatory Context

This consolidation highlights a continuing trend within the global lottery and gaming sector, as companies seek to achieve greater scale, market share, and operational efficiencies. The formation of a combined entity with an €18.6 billion valuation places it firmly as a significant competitor in the European gambling landscape. The move comes as the European Commission is conducting a wide-ranging review of its EU Merger Guidelines, aiming to strengthen the competitiveness of European companies and potentially adjust its approach to approving mergers that promise increased investment, innovation, and global scale. While the specifics of this merger's regulatory review are not detailed, such large-scale transactions in Europe often attract scrutiny, especially given the market concentration. The Draghi Report has called for the EC to consider broader policy objectives, including innovation and resilience, which could influence the assessment of such large strategic combinations.

Expert Commentary

Karel Komarek, founder and chairman of Allwyn and KKCG Group, underscored the transformative nature of the deal, stating:

"This announcement redefines the sector, signalling the creation of the second largest listed gaming entertainment company globally. It offers investors a unique opportunity to be part of a dynamic company that is shaping the future of entertainment."

Outlook and Future Considerations

Looking ahead, the successful integration of Allwyn and OPAP will be crucial for realizing the projected synergies and growth. The proposed additional listing on a major international exchange represents a strategic move to tap into a broader investor base, enhance liquidity, and support the company's ambitious global expansion plans. Investors will be closely watching the shareholder approval process in late 2025 or early 2026 and the subsequent integration efforts. The evolving regulatory landscape in Europe, particularly regarding competition and innovation considerations in mergers, will also remain a key factor influencing the broader market and future strategic moves within the sector.