Intralot to acquire Bally’s International Interactive business

Intralot S.A. (IRLTF) and Bally’s (BALY) announced that their respective boards of directors approved their entry into a definitive transaction agreement pursuant to which Intralot will acquire Bally’s International Interactive business in a cash-and-shares transaction that values the International Interactive Business at an enterprise value of EUR 2.7B. The consideration for the acquisition of the International Interactive Business will comprise a combination of cash paid by Intralot and newly issued shares delivered by Intralot to Bally’s, as more specifically detailed below. As part of the Transaction, Intralot expects to refinance part of its existing debt facilities and Bally’s also expects to repay secured debt from the cash proceeds. The Transaction consideration to Bally’s, after assumptions of certain liabilities by the involved parties, will be made up of: EUR 1.530B cash consideration, and EUR 1.136B of newly issued shares in new Intralot, or 873,707,073 shares, at an implied value of EUR 1.30 per share. In order to support the EUR 1.530B cash consideration to Bally’s and refinance part of its existing debt, Intralot has obtained commitments from Citizens Bank, Deutsche Bank, Goldman Sachs, and Jefferies for debt financing up to EUR 1.6B, which is expected to be refinanced through the debt capital markets and is subject to certain conditions precedent, and expects to launch an up to EUR 400M share capital increase by way of an equity offering of shares listed on the Athens Stock Exchange, subject to corporate and regulatory approvals. Following the completion of the Transaction, Intralot is expected to remain listed on the Athens Stock Exchange. Bally’s, currently Intralot’s largest shareholder, is expected to become the majority shareholder of Intralot as a result of the Transaction with a significant equity stake in Intralot. Intralot’s founder, Mr. Sokratis Kokkalis, will maintain a significant stake in Intralot. “Following the completion of the Transaction, Intralot is expected to be a leading digital gaming operator and technology provider for lottery products with a footprint in some of the most attractive markets in Europe and North America. The combined technology capabilities of the two companies will allow Intralot to pursue new opportunities in gaming and lottery markets globally. Intralot, following the completion of the Transaction, is expected to be among the largest companies by market capitalization listed on the Athens Stock Exchange. The completion of the Transaction is expected to occur in the fourth quarter of 2025, subject to certain Intralot shareholder approvals, customary antitrust and gaming regulatory approvals and other customary closing conditions,” the companies stated. In connection with the Transaction, Bally’s has secured commitments for a $500M secured debt facility which, together with the cash proceeds from the Transaction, will be used to repay secured debt. In addition, Bally’s has secured commitments for a $100M delayed draw secured debt facility, which may be used following the consummation of the Transaction for general corporate purposes, including the development of Bally’s Chicago. Intralot has also received notice that Bally’s and its affiliates’ ownership in Intralot has increased from 26.86% to 33.34%, following which a mandatory tender offer obligation for the remaining outstanding shares of Intralot has been triggered.