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Allwyn–OPAP combination advances as exit rights exercised by 6.7% of shareholders

Cash compensation totals €456m as the transaction moves toward regulatory completion and OPAP’s planned redomiciliation to Luxembourg.

3 min read
allwyn-opap
Key Points
Exit rights were exercised for 23.96m OPAP shares, representing 6.7% of shares outstanding
The total cash compensation payable amounts to €456m at €19.04 per share
Allwyn and OPAP expect remaining approvals to be completed ahead of a March closing

Allwyn International AG and OPAP SA have confirmed that shareholders representing 6.7% of OPAP’s outstanding shares have exercised their exit rights in connection with the companies’ proposed business combination.

Following OPAP’s Extraordinary General Meeting on 7 January, eligible shareholders were able to dispose of their holdings in exchange for cash compensation of €19.04 ($22.67) per share. The exercise period closed on 9 February, with exit rights validly exercised in respect of 23,959,850 shares.

The resulting cash compensation payable totals €456m, which Allwyn said will be paid within one month of OPAP’s planned cross-border conversion becoming effective.

Allwyn confirmed that committed bank financing and liquidity arrangements are in place to fund the payment, while noting it may also assess market conditions for potential senior secured financing as an alternative. 

According to the companies, remaining regulatory approvals and closing conditions are progressing as expected. The next key milestone is OPAP’s redomiciliation to Luxembourg, which is anticipated to take place in March. Upon completion, OPAP will be renamed Allwyn AG.

As part of the transaction structure, Allwyn is expected to contribute its assets and liabilities to OPAP in exchange for the issuance of 445.7m new shares.

Taking into account the exercised exit rights, the combined group is expected to have approximately 770.8m shares outstanding, excluding treasury shares. Of these, 78.4% will be indirectly held by KKCG Group, with the remaining 21.6% forming the free float.

Allwyn CEO Robert Chvatal said: “The portion of shareholders who elected to exercise their cash exit right, representing only 6.7% of the shareholders of OPAP, is a strong vote of confidence in the benefits of this exciting transaction.”

Chvatal added: “We are progressing well towards closing of the combination of Allwyn and OPAP, a landmark transaction that will position us as the second-largest listed lottery and gaming operator globally.”

OPAP CEO Jan Karas said: “We are pleased with the continued progress of OPAP’s combination with Allwyn, in addition to the broad-based shareholder confidence in the merits of the transaction.”

In January 2026, Allwyn completed the acquisition of a 62.3% stake in US-based daily fantasy sports platform PrizePicks for $1.53bn. Since the deal was announced, PrizePicks has launched prediction market products across multiple US states, extending Allwyn’s footprint beyond traditional lottery operations.

Good to know

Following completion of the transaction, Allwyn AG is expected to be headquartered in Luxembourg while maintaining a listing on the Athens Stock Exchange

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