Allwyn International AG agreed to acquire Organization of Football Prognostics S.A. (ATSE:OPAP) in a reverse merger transaction for ?9 billion on October 13, 2025. The consideration consists of 437.69 million common equity of Allwyn International AG to be issued for common equity and 536.25 million Preferred Registered Voting Shares of Allwyn International AG to be issued for common equity of Organization of Football Prognostics S.A. Allwyn currently owns 51.78% of OPAP. As part of the Transaction, OPAP will hive down its business to new Greek subsidiaries and transfer its statutory seat to "LuxCo". Allwyn will contribute its assets and liabilities to LuxCo in consideration for newly issued shares in LuxCo, forming the Combined Company. The Combined Company will subsequently re-domicile to Switzerland, where Allwyn has its headquarters today, and will be renamed Allwyn. The combination of Allwyn and OPAP will be through an all-share transaction that values the resulting entity at an equity value of ?16 billion. Following the completion of the Transaction, the Combined Company will remain listed on the Main Market of the Athens Stock Exchange, where it is expected to be one of the largest companies by market capitalization. Allwyn intends to pursue an additional listing on another leading international exchange such as London or in New York following closing. Immediately following the completion of the Transaction, Allwyn is expected to have an economic interest in the Combined Company of approximately 78.5%, while OPAP shareholders (excluding Allwyn) will hold the remaining 21.5%, assuming an all-share combination. KKCG is expected to control 85.0% of total voting rights in the Combined Company based on its combined indirect ownership of ordinary and preferred voting shares. OPAP shareholders will be entitled to receive the announced interim dividend of ?0.50 per OPAP share for the 2025 financial year in November 2025 and the Combined Company will pay a dividend of ?0.80 per share shortly after completion of the Transaction, in lieu of the remaining dividend for the financial year 2025.

Following the completion of the Transaction, Robert Chvatal (current CEO of Allwyn) and Kenneth Morton (current CFO of Allwyn) will continue to lead the management team of the Combined Company as CEO and CFO, respectively. OPAP?s current management team led by Jan Karas as CEO and Pavel Mucha as CFO will continue to lead OPAP?s operations in Greece and Cyprus. The Combined Company will be chaired by Karel Komarek and have an eight-person Board of Directors. This will include the six existing Allwyn directors (including Chair), two of whom are independent, as well as two newly appointed independent non-executive directors, resulting in the Board having 50% independent non-executive directors.

The implementation of the transaction steps is subject to shareholder approval of OPAP during a general meeting expected to be held in Q4 2025 / Q1 2026, requisite regulatory approvals, including but not limited to the approval of the Hellenic Gaming Commission, and other customary closing conditions. The deal has been approved by the boards of Allwyn International and OPAP S.A. As of January 7, 2025, the transaction has been approved by Organization of Football Prognostics. The completion of the Transaction is expected to occur in the first half of 2026.

Morgan Stanley acted as fairness opinion provider for Organization of Football Prognostics S.A. Grant Thornton Corporate Finance acted as fairness opinion provider for Organization of Football Prognostics S.A. Morgan Stanley acted as financial advisor for Organization of Football Prognostics S.A. Koutalidis Law Firm acted as legal advisor for Organization of Football Prognostics S.A. Homburger AG acted as legal advisor for Organization of Football Prognostics S.A. Charles Russell Speechlys LLP acted as legal advisor for Organization of Football Prognostics S.A. PJT Partners Inc. acted as financial advisor for Allwyn International AG. Milbank LLP acted as legal advisor for Allwyn International AG. Potamitisvekris acted as legal advisor for Allwyn International AG. Lenz & Staehelin acted as legal advisor for Allwyn International AG. Loyens & Loeff Luxembourg Sarl acted as legal advisor for Allwyn International AG.

Allwyn International AG completed the acquisition of Organization of Football Prognostics S.A. (ATSE:OPAP) in a reverse merger transaction for ?9.1 billion on March 24, 2026. As part of the transaction, the board approved the issue of 445.68 million new common shares to be subscribed for by AIAG.