Allwyn International and OPAP have moved a step closer to completing their landmark business combination after both Boards of Directors approved the waiver of the cash exit condition attached to the deal. The decision allows the transaction to proceed regardless of how many OPAP shareholders exercise their Exit Right, subject to remaining regulatory approvals and customary closing conditions, with completion targeted for the first half of 2026. Once finalised, the combined group is expected to become the world’s second-largest listed lottery and gaming operator, with a diversified portfolio spanning lottery, sports betting, igaming and casual gaming entertainment.
At OPAP’s Extraordinary General Meeting on 7 January 2026, shareholders who opposed the company’s planned cross-border conversion were granted the right to dispose of their shares in exchange for cash compensation of €19.04 per share. In total, 50,154,474 shares carried this Exit Right. Previously, the transaction was conditional on shareholders exercising the Exit Right in respect of no more than five per cent of OPAP’s total paid-up share capital. By jointly waiving this “Cash Exit Condition”, Allwyn and OPAP have confirmed that the deal will go ahead irrespective of the final level of redemptions, provided all other regulatory and closing requirements are met.
The companies say the decision reflects confidence in the strategic and financial rationale of the combination and the breadth of shareholder support expressed in favour of the transaction. The enlarged group is expected to benefit from increased scale, stronger growth potential and leading positions across key European and North American markets, with exposure to lottery, sports betting and igaming underpinned by a capital allocation framework aimed at balancing long-term expansion with resilient shareholder distributions. The combined company is also expected to remain eligible for inclusion in major emerging market indices such as MSCI and FTSE, supporting visibility among global investors.
As previously announced, Allwyn plans to seek an additional listing on another leading international exchange following closing, broadening access to global capital markets and enhancing liquidity in the stock. The cross-border conversion of OPAP is expected to complete within around three months of the EGM date. Shareholders who exercise the Exit Right will receive their cash compensation within one month of the conversion becoming effective, but will be unable to trade the relevant shares during this period and those shares will not participate in the previously announced post-closing dividend of €0.80 per share. Allwyn and OPAP state that the combined business has sufficient financing facilities and liquidity to fund both the potential Exit Right redemptions and the post-closing dividend to remaining shareholders as they finalise the structure of the enlarged lottery and igaming group.
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.”
