Koutalidis Law Firm is proud to advise OPAP S.A., the leading gaming company in Greece and Cyprus, in its groundbreaking business combination with KKCG Group – backed Allwyn International AG, valued at approximately €16 billion and creating the second largest lottery and gaming operator in the world and the largest listed lottery company globally.
This innovative deal will be implemented through a series of transformative steps, expected to be completed in Q2 of 2026. It will commence with the hive-down of OPAP’s gaming operations together with the contribution in kind of all its subsidiaries into new subsidiaries of OPAP, followed by the transfer of OPAP’s registered seat from Greece to Luxembourg by way of a cross-border conversion, coupled with the establishment of a branch in Greece which will subsequently be converted into a Greek company, and concluding with the transfer of the registered seat of OPAP from Luxembourg to Switzerland. Prior to OPAP’s re-domiciliation to Switzerland, Allwyn will be awarded new shares in OPAP in consideration of Allwyn’s contribution to OPAP of participations in its subsidiaries (with the exception of Allwyn’s participation in OPAP) along with Allwyn’s other assets, liabilities and financing-related derivatives.
OPAP will remain listed on the Athens Stock Exchange whereas an additional international listing on another leading exchange such as London or in New York will be contemplated following closing.
OPAP and Allwyn’s business combination adds to our Firm’s long track record of landmark transactions and represents one of the most significant and complex current deals in the field of corporate transformations in Greece, requiring excessive cross-jurisdictional coordination and thorough assessment of various legal aspects, including corporate, tax and capital markets considerations.
Our Team was led by Managing Partner Nikos Koritsas and Partner Yiannis Loizos, with key support from Counsel Georgia Koutsoukou assisted by capital markets associates Kelly Hatzigaki and Zoe Koutsiafti as well as corporate law associates Jenny Paraskevaidou, Isidora Vythoulka and Antonela Skiadaressi. Moreover partner Dora Karagiorgou along with associates Sofia Ktistaki and Panagioula Sotirchou provided viable support on all employment issues.
We wish to congratulate OPAP’s in-house legal team as well as co-advisors Homburger AG, Charles Russell Speechlys, Morgan Stanley, Deloitte Business Solutions S.A., Grant Thorton Tax and Advisory Services S.A. and Milbank LLP, POTAMITISVEKRIS, Lenz & Staehelin, Loyens & Loeff Luxembourg S.à r.l., PJT Partners and EY (Hellas) Certified Auditors-Accountants S.A.— for their exemplary teamwork and commitment, which made the successful launch of this landmark transaction possible.
