Organization of Football Prognostics S.A. (OTCPK:GOFP.Y) M&A Announcement Transcript

Summary of the Conference Call on OPAP and Allwin Merger Industry and Companies Involved - Industry: Gaming and Lottery - Companies: OPAP (Organization of Football Prognostics S.A.) and Allwin Core Points and Arguments 1. Strategic Importance of the Merger: The merger between OPAP and Allwin is seen as a pivotal moment in reshaping the gaming industry, combining two established leaders to create a global lottery and gaming champion [2][3][4] 2. Market Position: OPAP is the leading lottery, sports betting, and iGaming company in Greece, while Allwin operates in seven markets and is a significant player in online sports betting and iGaming, particularly in Brazil [3][4][5] 3. Financial Performance: OPAP has generated significant value for shareholders, with a total shareholder return (TSR) of over 500% since 2013. The company has also benefited from a GGR contribution prepayment, which has added approximately $235 million to EBITDA annually since 2020 [6][7] 4. Challenges in the Industry: The gaming industry is undergoing rapid transformation, with evolving customer expectations driven by advancements in technology and competition from non-gaming entertainment [8][9] 5. Need for Scale: The merger is positioned as essential for achieving the scale necessary to invest in technology and meet customer expectations, with a focus on digital content and innovation [9][10] 6. Diversification Benefits: The combined entity will have a diversified platform with exposure to high-growth markets, including the U.S. and Brazil, and will enhance product offerings through acquisitions like PricePicks [11][53] 7. Shareholder Benefits: The transaction is expected to be accretive to earnings and cash flow, with a commitment to maintaining a minimum dividend of €1 per share and potential for special distributions [11][56] Additional Important Points 1. Governance Structure: Post-merger, KKCG and J&T Arch will hold 78.5% of the combined company, with a dual-class share structure to maintain control while allowing for future growth [13][18] 2. Commitment to Greece: The merger emphasizes OPAP's Greek heritage and commitment to local communities, including ongoing CSR initiatives [20][21] 3. Technological Advancements: Allwin's proprietary technology and focus on AI are highlighted as key drivers for future growth and innovation in the gaming sector [52][31] 4. Financial Guidance: The combined entity expects consolidated net revenue growth to accelerate significantly, with EBITDA margins projected to improve over time [59][60] 5. Long-term Vision: The merger is framed as a strategic move to position OPAP shareholders for success in a rapidly changing industry, leveraging scale, technology, and diversified offerings [63][64] This summary encapsulates the key points discussed during the conference call regarding the merger between OPAP and Allwin, highlighting the strategic, financial, and operational implications for both companies and their shareholders.