Intralot S.A. Integrated Lottery Systems and Services (INLOT) M&A Announcement summary

Deal rationale and strategic fit

• The combination creates a global gaming leader with over €1 billion in revenues, spanning iGaming, lotteries, sports betting, and VLT monitoring systems, with significant scale and diversification across B2B and B2C segments.

• The merged entity leverages complementary technology platforms and market positions, unlocking cross-selling opportunities and new product/geographic expansion, with leadership in regulated markets like the UK, Spain, and the US.

• Enhanced scale, diversification, and technology enable the group to address a €187–200 billion total addressable market by 2029, supported by established brands and regulatory relationships.

• The unified technology stack, including Bally's Vitruvian platform, supports real-time data, AI-driven personalization, and rapid content deployment, with a focus on data-driven marketing and loyalty program integration.

• The group is positioned for organic growth, cross-selling, and potential future M&A in a fragmented European market, with a strong commitment to responsible gaming and regulatory compliance.

Financial terms and conditions

• The transaction has an enterprise value of €2.7 billion, funded by €1.53 billion in cash and €1.136 billion in newly issued shares (873,707,073 shares at €1.30/share).

• Cash consideration is supported by a €1.6 billion bridge loan and up to €400 million equity offering, with Bally's using proceeds and a $500 million secured debt facility to repay its secured debt.

• Bally's will become the majority shareholder post-closing, with the new board comprising 11 directors, mostly independent, and key leadership from both companies.

• The group will be listed on the Athens Stock Exchange, with a mid-term steady-state net leverage target of 2.5x and a 35% dividend payout ratio.

• Transaction closing is targeted for Q4 2025, subject to shareholder, antitrust, and gaming regulatory approvals.

Synergies and expected cost savings

• Annual cost synergies of €35–40 million are expected, with most realized in the first 18–24 months post-closing.

• Synergies will be achieved through organizational consolidation, third-party cost optimization, and streamlined operations.

• Over €5 million in synergies can be implemented rapidly, with the majority front-loaded in the first two years.

• Enhanced margin profile and operating free cash flow conversion above 90% pre-synergy.