Organization of Football Prognostics S.A. (OPAP) M&A Announcement summary

Deal rationale and strategic fit

• The merger creates a leading global lottery and gaming operator with top positions in multiple markets, strong diversification, and a platform for further organic and inorganic growth.

• Combines physical retail and digital capabilities, leveraging both companies' strengths and enabling access to high-growth markets.

• Shareholders benefit from exposure to industry trends, scale, growth, digital leadership, and proprietary technology.

• The transaction is designed to safeguard long-term value, unlock access to equity capital markets, and elevate the global profile of the combined platform.

Financial terms and conditions

• Allwyn injects all gaming assets (excluding its OPAP S.A. stake) into OPAP S.A. in an all-share transaction, with public shareholders expected to own 21.5% of the combined company.

• Minimum €1 annual dividend per share, plus a €0.80 post-closing dividend, with potential for special distributions or buybacks.

• Preference shares with 5% coupon rate, totaling €161 million, provide high voting power to KKCG but minimal economic value.

• Target net leverage of ~2.5x, with flexibility for value-accretive growth.

Synergies and expected cost savings

• Revenue synergies expected from technology, content, and brand integration, with double-digit accretive earnings in the first year post-completion.

• Cost benefits anticipated through economies of scale and supplier leverage, with no immediate headcount changes.

• Enhanced cash flow generation and shareholder income, supported by diversified and scalable operations.