Allwyn and OPAP announce an amendment to the terms of their business combination
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LUCERNE, Switzerland and ATHENS, Greece, 16 December 2025, Allwyn International AG (“Allwyn”) and OPAP S.A. (“OPAP”) have agreed, following investor feedback, to remove the contemplated issuance of preference shares in connection with the business combination transaction (the “Transaction”) announced on 13 October 2025 (the “Initial Announcement”). OPAP also today provides an update regarding the date of the Extraordinary General Meeting (“EGM”) to approve the various steps of the Transaction, which will be held on 7 January 2026. This announcement includes details on these matters and related considerations.
Allwyn and OPAP have agreed that Allwyn will no longer receive the preference shares, with enhanced voting rights, which it would have received under the terms of the Transaction as previously announced. As a result of the proposed change, Allwyn will instead receive only ordinary shares in OPAP as consideration for the contribution of its assets and liabilities to OPAP, creating the “Combined Company”.
The removal of the contemplated issuance of preference shares highlights the commitment of Allwyn and OPAP to continuing the long-term partnership with existing investors. The change in structure aligns the voting and economic rights for shareholders; Allwyn’s expected economic interest will remain at 78.5% as set out in the Initial Announcement 1 and, within this, the economic interest of KKCG (Allwyn’s main shareholder) will remain at 75.1%; however, KKCG’s voting interest is reduced from 85.0% to 75.1% owing to the amendment to the terms. With the removal of the preference shares, the number of ordinary shares received by Allwyn will be adjusted accordingly to maintain the 78.5% economic interest without impacting the value of the Transaction1.
The EGM of OPAP to approve the various steps of the Transaction previously announced, which is now amended as described above, will be held on 7 January 2026.
Following completion of the Transaction, the Combined Company will be the second largest listed lottery and gaming operator globally, and Allwyn and OPAP expect the Combined Company to continue to be eligible for MSCI and FTSE emerging markets index inclusion. Allwyn and OPAP also confirm that, as previously announced, shareholders of the Combined Company will receive a special dividend of €0.80 per share following completion of the Transaction.
As a Swiss company listed on the Athens Stock Exchange (now part of Euronext N.V.), the Combined Company will continue to apply the highest standards of corporate governance, disclosure and transparency. In this respect, Allwyn and OPAP are pleased to announce that Lord Sebastian Coe CH KBE has been proposed to be appointed as incoming Senior Independent Non-Executive Director of the Combined Company. In this role, he is also proposed to assume leadership of the Remuneration and Nomination Committee. Further, Allwyn and OPAP are delighted to confirm that Ms. Cherrie Chiomento is proposed to continue to serve as an Independent Non-Executive Director and is expected to be appointed as Chair of the Audit Committee of the Combined Company, roles that she has held at OPAP since 2022, contributing meaningfully to governance and the advancement of OPAP’s objectives. The Board of the Combined Company will consist of 50% independent members, including Paul Schmid, an independent member director of Allwyn, with one further independent member to be appointed.
The Boards of Allwyn and OPAP strongly encourage shareholders to approve the EGM resolutions, enabling the establishment of a listed global gaming champion in Greece and reinforcing the long-standing partnership with Allwyn and KKCG through the exchange of interests in OPAP for participation in the Allwyn platform.
1 All references to economic and voting interests are prior to adjustment for the effect of OPAP share purchases by Allwyn following the Initial Announcement. On this basis, KKCG would receive 7,995,764 additional new ordinary shares and voting rights in place of preference shares, consistent with the 75.1% expected economic interest set out in the Initial Announcement.
About Lord Sebastian Newbold Coe CH KBE
Lord Sebastian Newbold Coe has been a member of the Board of Directors of Allwyn International AG since 2024. He was formerly a member of the Board of Directors of Allwyn AG from 2021. He is a former Member of Parliament in the United Kingdom, Chair of the London Olympic Games and Paralympic Games Organising Committee, former Chair of the British Olympic Association, former Chair of the FIFA Ethics Committee, IOC Member, President of World Athletics, and Chancellor of Loughborough University. He set 12 world records and won two gold and two silver Olympic medals during his athletic career. He holds a Bachelor’s degree in Economics and Social History from Loughborough University.
About Ms. Cherrie Chiomento
Ms. Cherrie Chiomento was elected as Independent Non-Executive Member of OPAP’s Board of Directors and appointed as Chair of the Audit Committee in 2022. As of 2024, she also serves as B’ Vice-Chair of the company’s Board of Directors. Her extensive experience includes being a Partner at Ernst & Young and a Corporate Finance Leader at Roche and at SITA (a multinational information technology company). She completed the Ernst & Young Executive Partnership Program at the Institute for Management Development (IMD) in Lausanne, Switzerland and the Advanced Management Program (AMP) at Harvard Business School Boston, USA. She is qualified as a certified public accountant, in addition to as a certified information systems auditor in New York, USA. She graduated from the University of the Philippines Diliman with a B.S. in Business Administration and Accountancy.
About Allwyn
Allwyn is a multi-national gaming entertainment company, lottery-led and with leading market positions and trusted brands across Europe and North America. Its purpose is to make play better for all by focusing on innovation, technology, player safety and returning more to good causes across a growing casual gaming entertainment portfolio.
About OPAP
OPAP is the leading gaming company in Greece and Cyprus and one of the most renowned in its industry worldwide. OPAP holds exclusive rights in numerical lotteries, land-based sports betting and VLTs in Greece and numerical lotteries in Cyprus. OPAP operates an extensive retail and online network, and continues to expand its digital offering. Its mission is to deliver safe, engaging, and high-quality entertainment experiences while creating sustainable value for stakeholders and contributing meaningfully to society.
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Disclaimer
The following disclaimer applies to this announcement and the information provided therein, which has been prepared by Allwyn International AG (“Allwyn International” and, together with its subsidiaries and equity method investees, “Allwyn” and the “Allwyn Group”) and OPAP S.A. (“OPAP” and, together with its subsidiaries, the “OPAP Group” and, together with certain subsidiaries and equity method investees of Allwyn International to be contributed to the OPAP Group in connection with the transaction, the “post-Transaction Allwyn Group”), and any other material distributed or statements made in connection with such announcement (the “Information”). You are therefore advised to carefully read the statements below before reading, accessing or making any other use of the Information.
The Information does not constitute or form part of, and should not be construed as, an offer to sell or issue or the solicitation of an offer to buy or acquire any securities of the Allwyn Group or the OPAP Group, or any affiliate thereof in any jurisdiction whatsoever. No part of the Information, nor the fact of its distribution, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. None of the Allwyn Group, the OPAP Group or any of their respective advisers or representatives shall have any liability whatsoever for any loss whatsoever arising from any use of this announcement or its contents or otherwise arising in connection with this announcement (whether direct, indirect, consequential or other). Specifically, this announcement does not constitute a “prospectus” within the meaning of the U.S. Securities Act of 1933, as amended or Regulation (EU) 2017/1129.
Certain information in this announcement and oral statements made in connection with this announcement are forward-looking. Forward-looking statements include, without limitation, statements regarding the estimated future financial performance, financial position and financial impacts of the Allwyn Group, the OPAP Group and/or the post-Transaction Allwyn Group. Words or phrases such as “anticipate,” “objective,” “may,” “will,” “might,” “seem,” “should,” “could,” “can,” “intend,” “expect,” “believe,” “estimate,” “predict,” “potential,” “plan,” “is designed to,” “would,” “continue,” “project,” “possible,” “seek,” “future,” “outlook,” “strive,” “strategy,” “opportunity,” “will continue,” “will likely result” or similar expressions suggest future outcomes but the absence of these words does not mean that a statement is not forward-looking. When Allwyn or OPAP discuss strategies or plans, they are making projections and using forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding estimates, forecasts of other financial and performance metrics, projections of market opportunity and other characterisations of future events or circumstances, including any underlying assumptions. Forward-looking statements, financial projections and financial targets are based on the opinions and estimates of management at the date the statements are made and are subject to a variety of known and unknown risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking statements, financial projections and financial targets. Although the Allwyn Group and the OPAP Group believe that the expectations reflected in the forward-looking statements and financial projections are reasonable, there can be no assurance that such expectations will prove to be correct.
While in some cases presented with numerical specificity, by their nature, forward-looking statements, financial projections and financial targets involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and other forward-looking information will not occur, which may cause the Allwyn Group’s, the OPAP Group’s and the post-Transaction Allwyn Group’s actual performance and financial results in future periods to differ materially from any estimates or projections or targets of future performance or results expressed or implied by such forward-looking statements, financial projections and financial targets. Many actual events and circumstances are beyond the control of the Allwyn Group, the OPAP Group and/or the post-Transaction Allwyn Group. There may be additional risks that either the Allwyn Group and/or the OPAP Group presently knows, or that either the Allwyn Group and/or the OPAP Group currently believes are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements. Any financial targets reflect the Allwyn Group’s and the OPAP Group’s subjective judgements in many respects and thus are susceptible to multiple interpretations and periodic revisions based on actual experience and business, economic, financial and other developments. Accordingly, such assumptions may change or may not materialise at all. Any forward-looking statements, financial projections and financial targets contained in this announcement are expressly qualified by this cautionary statement. While the Allwyn Group, the OPAP Group and/or the post-Transaction Allwyn Group may elect to update these forward-looking statements at some point in the future, except as required by applicable law, the Allwyn Group, the OPAP Group and the post-Transaction Allwyn Group specifically disclaim any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. None of the Allwyn Group, the OPAP Group, the post-Transaction Allwyn Group, or any of their respective affiliates, advisers, officers, directors or representatives cannot give any assurance that any financial targets will be realised or that actual results will not vary significantly from the financial targets. Additionally, some or all of the information in this announcement is or may be price-sensitive information and the use of such information may be regulated or prohibited by applicable legislation, including securities laws related to insider dealing and market abuse. While all financial, operational, industry and market projections, estimates and targets are necessarily speculative, the Allwyn Group and the OPAP Group believe that the preparation of prospective financial, operational, industry and market information involves increasingly higher levels of uncertainty the further out the projection, estimate or target extends from the date of preparation. Actual results will differ, and may differ materially, from the results contemplated by the projected financial, operational, industry and market information contained in this announcement, and the inclusion of such information in this announcement should not be regarded as a representation by any person that the results reflected in such projections will be achieved. The Information is provided as of the date of this announcement (or at the different date as indicated herein) and is subject to change without notice. The information contained in this announcement may be updated, completed, revised and amended and such information may change materially in the future. Neither the Allwyn Group nor the OPAP Group is under any obligation to update or keep current the information contained in this announcement. The information contained in this announcement has not been independently verified. No representation, warranty or undertaking, express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the Information or the opinions contained herein. None of the Allwyn Group, the OPAP Group or the post-Transaction Allwyn Group, or any of their respective affiliates, advisors, directors, officers, employees, agents, representatives or associates, or any other person, shall have any liability whatsoever (in negligence or otherwise) for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection with this announcement. Any proposed terms in this announcement are indicative only and remain subject to contract.
Recipients should not construe the contents of this announcement as legal, tax, regulatory, financial or accounting advice and are urged to consult with their own advisers in relation to such matters. Unless as otherwise stated herein, this announcement speaks only as of the date hereof and the information and opinions contained herein are subject to change without notice and do not purport to contain all information that may be required to evaluate the Allwyn Group, the OPAP Group and/or the post-Transaction Allwyn Group. No responsibility or liability is accepted by any person for any of the information or for any action taken by you or any of your officers, employees, agents or associates on the basis of such information.