LONDON: Bally’s Intralot S.A. has agreed to acquire evoke plc in a recommended all-share transaction valued at approximately £243.1 million, the companies announced Friday.
The acquisition values each evoke share at 52 pence based on Intralot’s share price of €1.12, representing a 138% premium to evoke’s closing price of 21.9 pence on Dec. 9, 2025, the last business day before evoke announced a strategic review.
Under the terms of the deal, evoke shareholders will receive 0.537 new Intralot shares for each evoke share they hold. Shareholders may alternatively elect to receive 52 pence per share in cash, subject to a cap of £117,104,979. If cash elections exceed this amount, payments will be scaled back pro-rata, with the balance paid in Intralot shares.
The acquisition is intended to be implemented through a scheme of arrangement under Part VIII of the Gibraltar Companies Act 2014.
Strategic rationale
The combination will create a global gaming and lottery operator with pro forma FY2025 net revenue of €3.2 billion and adjusted EBITDA of €856 million, according to company statements.
Intralot, formed through the combination of Bally’s and Intralot in October 2025, is a global iGaming and lottery operator listed on the Athens Stock Exchange with a market capitalization of approximately €2.2 billion as of June 4.
The companies identified approximately £180 million in identified pre-tax cost and capital expenditure savings to be realized within two years of completion, primarily from marketing optimization, operational efficiencies and IT infrastructure consolidation.
Following the acquisition, evoke shareholders would own approximately 11.5% of the enlarged group, assuming no elections for the cash alternative.
UK tax changes prompted review
Evoke’s board launched a strategic review on Dec. 10, 2025, following the UK government’s Nov. 26 announcement of significant increases to Remote Gaming Duty, including a rise from 21% to 40% effective April 2026.
Evoke estimated these changes would increase duty costs by £125 million to £135 million annually once fully implemented, representing 36% of evoke’s FY2025 EBITDA.
“Having considered a range of options I am delighted to announce the acquisition by Intralot and believe the agreed terms represent the most attractive and deliverable outcome for evoke shareholders,” said Mark Summerfield, chairman of evoke.
Financing and approvals
The cash consideration will be funded by a bridge facility agreement between Intralot as borrower and Deutsche Bank Aktiengesellschaft and Jefferies Finance LLC as lenders, signed June 5.
Intralot will seek approval to list the new shares on the Main Market of the Regulated Securities Market of Euronext Athens under the symbol “BYLOT.”
The transaction requires approvals from evoke shareholders, Intralot shareholders, gaming regulators in the UK, Portugal, Italy, Germany, Gibraltar, Malta, Canada, New Jersey, Nevada and Pennsylvania, as well as antitrust and foreign direct investment approvals across multiple jurisdictions.
Irrevocable undertakings
Intralot has received irrevocable undertakings and letters of intent to vote in favor of the scheme from shareholders holding approximately 29.07% of evoke’s issued ordinary share capital, including an undertaking from Dalia Shaked representing 19.16% and a letter of intent from Artemis Investment Management LLP representing 9.91%.
Evoke directors who hold shares have also provided irrevocable undertakings in favor of the acquisition.
The transaction is expected to complete during the final quarter of 2026 or the first quarter of 2027.
Morgan Stanley and Rothschild & Co are acting as financial advisers to evoke.
