Allwyn and OPAP win shareholder approval to advance merger
OPAP shareholders have approved the measures required to proceed with its re-domiciliation to Luxembourg, and the related business combination with Allwyn, at an Extraordinary General Meeting (EGM) on 7 January.
The vote represents a step toward the completion of the n, which also provides for the subsequent re-domiciliation of OPAP to Switzerland following the cross-border conversion.
The fifth EGM agenda item, which authorised the cross-border conversion of OPAP, was approved by 80.3% of votes cast, according to a joint press release.
Shareholders voted 231,008,219 shares in favour, with 50,154,474 votes against and 6,401,701 abstentions, based on 358,603,478 shares outstanding, excluding treasury shares.
The resolution enables the legal and corporate actions required to transfer OPAP’s registered seat while preserving operational continuity and regulatory compliance.
The business combination between Allwyn and OPAP was announced in October 2025, driven by a strategic decision to streamline the group structure, align shareholder interests, and reinforce the long-standing partnership between the two companies.
Allwyn has held a controlling stake in OPAP for several years, and the transaction is intended to coalesce ownership by allowing OPAP shareholders to exchange their interests for equity in Allwyn.
The structure reflects a broader European paradigm in the gaming and lottery sector, where consolidation under a single holding entity is increasingly used to improve governance efficiency and capital market access.
Further action requires more approvals
As outlined at the time of the original announcement, completion of the transaction and the subsequent re-domiciliation to Switzerland remain subject to a number of closing conditions.
These include customary regulatory approvals, most notably from the Hellenic Gaming Commission, which was granted in December 2025, alongside other standard closing requirements.
An additional condition provides that shareholders who voted against the cross-border conversion and validly exercise their cash exit rights must not represent more than 5% of OPAP’s total share capital.
This threshold may be waived by mutual agreement between the parties.
The boards of Allwyn and OPAP have stated that they aspire to see the lowest possible level of cash redemptions, viewing continued equity participation as central to strengthening the partnership between OPAP, Allwyn, and Allwyn’s primary shareholder KKCG.
Higher redemption levels could dilute the intended benefits of the transaction and alter the post-combination ownership balance.
The cross-border conversion is expected to be completed within approximately three months of the EGM. Cash compensation for shareholders exercising exit rights will be paid within one month of the conversion becoming effective.
During this period, the affected shares will be unable to be traded and will not be eligible to receive the declared dividend of €0.80 per share.
https://next.io/news/investment/allwyn-opap-win-shareholder-approval-advance-merger/