Allwyn and OPAP waive cash exit condition as merger moves toward completion 

Allwyn International and OPAP have approved the waiver of the cash exit condition attached to their planned business combination, removing a key conditional threshold related to shareholder exit rights and allowing the transaction to continue toward completion.

The decision follows OPAP’s Extraordinary General Meeting on 7 January, where shareholders approved the company’s cross border conversion as part of the wider transaction.  

Under the original terms, shareholders voting against the conversion were entitled to exercise an exit right, allowing them to dispose of their shares for cash compensation of €19.04 ($22.30) per share. 

The transaction had been conditional on these redemptions not exceeding five percent of OPAP’s total paid up share capital.

Following the EGM, more than 50 million OPAP shares carried exit rights. By waiving the cash exit condition, the boards of both companies have agreed that the transaction may proceed regardless of how many eligible shareholders ultimately elect to redeem their shares, subject to remaining regulatory approvals and other standard closing requirements.

Allwyn and OPAP stated that they continue to expect completion during the first half of 2026. The companies said the combined group would have sufficient liquidity and financing facilities to cover both potential shareholder redemptions and a previously announced €0.80 per share post-closing dividend for shareholders who do not exercise exit rights.

Allwyn Founder and Chair, Karel Komarek, said: “Today’s decision is a defining step in the combination of Allwyn and OPAP, which will accelerate innovation and further drive the enhancement of the customer proposition.”

Allwyn CEO, Robert Chvatal, said: “This transaction represents another important step forward in Allwyn’s evolution. Over the past thirteen years, we have transformed from a fast-growing challenger into a diversified international leader.”

OPAP CEO, Jan Karas, said: “The combination of OPAP with Allwyn will create a global lottery and gaming player, listed in Greece, with compelling scale, diversification and growth prospects.”

The cross-border conversion of OPAP is expected to be completed within approximately three months of the EGM date. Shareholders who exercise exit rights will receive cash compensation within one month of the conversion becoming effective, though the relevant shares will be restricted from trading during that period and will not be eligible for the €0.80 dividend.

Earlier this month, OPAP shareholders approved the resolutions required to advance the transaction with Allwyn, with 80.3% of votes cast in favour of the cross-border conversion. The approval followed regulatory clearance from the Hellenic Gaming Commission in December and represented a key milestone in the merger process.