UK National Lottery Operator Allwyn Moves Closer to Merger With OPAP

Allwyn International, operator of the UK’s National Lottery, has moved a step closer to completing its merger with Greek operator OPAP, after only a minority of OPAP shareholders chose to exercise exit rights.

The merger was announced in October, in an attempt to create the second-largest listed entertainment company in the world, valued at €16 billion (£13.89 billion). Allwyn will own approximately 78.5% of the company after completion of the merger, with OPAP shareholders owning the remaining 21.5% of shares.

Following OPAP’s extraordinary general meeting on January 7, shareholders owning about 50.1 million shares in OPAP had the option to dispose of their shares in exchange for a cash compensation of €19.04 per share, known as the ‘exit right’. Eligible shareholders were required to exercise the exit right by February 9.

The exit right was exercised in respect of about 23.9 million shares, representing 6.7% of OPAP shares outstanding, and the total cash compensation due to shareholders who validly exercised the exit right is €456 million.

What happens next?

The next key step before the completion of the merger will be the implementation of the cross-border conversion of OPAP, in which the operator will relocate to Luxembourg; this is expected to take place in March. OPAP will be renamed Allwyn AG upon completion of its change of residence.

Robert Chvatal, Allwyn CEO, 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 and we are delighted that the remaining shareholders will be investors in the combined business.”

Jan Karas, OPAP CEO, 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. This is a pivotal development that will reshape the future of our industry, lead to the listing of a leading global lottery and gaming player on the Greek stock market, and create multiple benefits for our stakeholders.”

Allwyn’s UK position

The completion of the merger, and subsequent growth synergies it could provide for Allwyn, could assist with its UK National Lottery operation, following reports that its redevelopment project for the National Lottery will need greater funding than what had been anticipated.

Allwyn is on course to spend around £500 million in an attempt to overhaul the National Lottery’s IT systems, having initially planned to spend £250 million on the project when it took over the running of the lottery in February 2024. Allwyn replaced Camelot, which had operated the National Lottery since its inception in 1994.

This followed reports in June suggesting Allwyn was under intense pressure from British regulator the Gambling Commission following delays to plans to modernise the lottery, including improvements to its 43,500 terminals.

The upgrade was scheduled to be in place when Allwyn stepped in to take the place of Camelot. The project ran into delays however after supplier IGT challenged it in the High Court. This claim was subsequently dismissed.

In January, Allwyn UK announced a major upgrade to the National Lottery’s digital platforms, with the update allowing Allwyn to offer the largest ever range of National Lottery games.

A number of new digital experiences will be offered, including an extended range of games, improved player protection tools, and what Allwyn claims will be a refreshed look and feel, with a more simple way to play, check results and claim prizes.