Allwyn International AG and OPAP today announced that their respective Boards of Directors have approved the waiver of the cash exit condition in respect of the business combination of the two companies.

This decision reflects Allwyn and OPAP’s confidence in the strategic and financial merits of the Transaction and the wide-ranging body of shareholders that voted in favour of the Transaction.

Allwyn and OPAP anticipate that the remaining regulatory and other closing conditions will be satisfied, leading to completion of the Transaction during the first half of 2026 and enabling the establishment of the second largest listed lottery and gaming operator globally.

Shareholders voting at OPAP’s Extraordinary General Meeting (“EGM”) on 7 January 2026 who opposed the 5th agenda item on the company’s planned cross‑border conversion² have the right to dispose their shares in OPAP in exchange for cash compensation from the issuer of €19.04 per share (the “Exit Right”). Following the EGM, 50,154,474 OPAP shares held the Exit Right, with the implementation of the Transaction previously deemed conditional on shareholders who validly exercise the Exit Right representing not more than five percent of OPAP’s total paid-up share capital (the “Cash Exit Condition”). 

The Boards of Directors of Allwyn and OPAP have reaffirmed their confidence in the strategic and financial merits of the Transaction and have approved the waiver of the Cash Exit Condition, irrespective of the number of shares in relation to which the Exit Right is ultimately exercised, enabling the Transaction to proceed following receipt of the remaining requisite regulatory approvals and satisfaction of other customary closing conditions.

The combined entity will benefit from stronger growth, greater scale, leading market positions across Europe and North America, and a diversified portfolio spanning lottery, sports betting, iGaming and casual gaming entertainment.

The Boards of Allwyn and OPAP believe shareholders will benefit from a capital allocation framework that delivers long-term growth alongside material and resilient shareholder distributions and therefore continue to aspire to see the lowest possible percentage of cash redemptions. It is also expected that the combined company will continue to be eligible for MSCI and FTSE emerging markets index inclusion.

As announced previously, Allwyn plans to pursue an additional listing on another leading international exchange following closing, broadening access to global capital markets and enhancing liquidity and visibility.

The cross-border conversion of OPAP is expected to be completed within approximately three months of the EGM date and the cash compensation shall be paid to relevant shareholders who exercise the Exit Right within one month from the date on which the cross-border conversion becomes effective. Shareholders who exercise the Exit Right for part or all of their shareholding will be unable to transact in the associated shares during this period and such shares will not be eligible to receive the previously announced post-closing dividend payment of €0.80.

The combined business has sufficient financing facilities and liquidity in place to satisfy both the potential exercise of the Exit Right and the €0.80 per share post-closing dividend to remaining shareholders. 

Commenting on today’s announcement, Karel Komarek, Founder and Chair of Allwyn, and of KKCG Group AG, the investment company behind Allwyn, 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. For investors, this represents an opportunity to participate in a company with clear strategic momentum in the delivery of its vision to be the leading lottery-led gaming entertainment business globally.”

Robert Chvatal, Allwyn CEO, 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 with a strong track record of innovation and delivery. We are entering our next chapter with even greater ambition and confidence.”

Jan Karas, OPAP CEO, 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. This transaction represents a natural evolution of a relationship built on aligned objectives and shared ambition.”