UK National Lottery operator Allwyn has merged with Greek gambling conglomerate OPAP in an all-share translation valued at €16bn.
Maintaining operations under the Allwyn brand, the combined entity is expected to become the “second largest listed lottery and gaming operator” in the world, with strong positions in iGaming, retail and lottery across key markets like Europe and the US.
The company will remain listed on the Athens Stock Exchange. However, there is a strong chance that the firm may seek further LSE and/or NYSE listings post-deal closure as it continues to grow.
Karel Komarek, Founder and Chair of Allwyn and its controlling shareholder KKCG Group AG (KKCG), said: “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.”
OPAP will officially rebrand to Allwyn in Q1 2026, gaining access to the latter’s global brand recognition, digitalisation capabilities and modern technology infrastructure.
The combined entity holds major scale potential, with Allwyn recording €1.9bn EBITDA for the 12 months ending 30 June, while OPAP scaling EBITDA with 6.6% to €398.4m for H1 2025.
Combined EBITDA is projected to gain double-digit growth through 2026, with major shareholder benefits under a new capital allocation framework.
A new business under the name LuxCo will be created in Luxembourg, where OPAP will transfer its statutory seat to and in which Allwyn will contribute its assets and liabilities – excluding current OPAP shares – in consideration for newly-issued LuxCo shares.
Allwyn’s net liabilities are valued at €8.96bn, with the company receiving €8.8bn LuxCo ordinary registered voting shares (€20.12 per share) and €161m in LuxCo preferred registered voting shares (€0.30 per share). Preferred shares will also pay OPAP a 5% fixed coupon based on the firm’s closing share price on the day before issue.
Robert Chvatal, Allwyn CEO, commented: “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.”
OPAP shareholders will receive €0.50 per OPAP share at FY25 prices, to be paid in November 2025. Further dividends of €0.80 per share will be paid out by the combined entity post-transaction. From FY26 onwards, the combined entity will maintain a dividend policy of a minimum annual dividend of €1.00 per share.
Jan Karas, OPAP CEO, added: “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.”
Robert Chvatal will become CEO of the combined entity, while Karas will continue to lead management of operations in Greece and Cyprus. Karel Komarek will stand as new Chair, and an eight-person Board of Directors will also be elected.