Evoke Bally’s Deal Confirmed: £243 Million Takeover Approved

Today both companies announced that, the Evoke Bally’s acquisition deal has received formal board approval, with both companies recommending the £243.1 million takeover initially announced in April. The transaction values evoke’s entire issued and to be issued ordinary share capital at a 77 per cent premium on the closing price of evoke shares on 17 April. Indeed, shareholders will have flexibility in the deal structure, with options to receive cash for all or some of their shares, though the maximum cash component is capped at £117.1 million. The acquisition is structured to unlock approximately £180 million in identified pre-tax cost and capex savings by the end of the second year following completion.

Evoke Bally’s Deal Structure and Terms Confirmed

Shareholders will receive 0.537 new Intralot shares for each evoke share they hold under the all-share transaction structure. The deal values evoke at 52 pence per share, calculated based on Intralot’s share price of €1.12 per share. This represents a 33.8% premium to the stock’s closing price before evoke confirmed discussions with Bally’s Intralot.

The initial proposal emerged in April at 50 pence per share, marking a roughly 29% premium to evoke’s closing price before the announcement. Specifically, this earlier valuation placed evoke at approximately £225.3 million. Market reaction proved skeptical, with evoke shares rising only 7% to 42 pence despite the 50 pence proposal.

In effect, if all evoke shareholders elect to receive new Intralot shares rather than cash, they will own approximately 11.5 per cent of the enlarged group. The transaction provides flexibility through a partial cash alternative, though this option remains subject to the previously mentioned cap.

Under U.K. takeover rules, Bally’s Intralot faced a deadline of 5:00 p.m. London time on May 18, 2026, to either announce a firm offer or withdraw. The proposal comprises an all-share combination with a partial cash alternative, maintaining customary conditions and approvals throughout the process.

Strategic Rationale Behind the Acquisition

Evoke launched a strategic review in December following the UK government budget that increased taxes on casino gaming and online sports betting. The changes raised Evoke’s annual tax bill by between £125 million and £135 million. Remote gaming duty jumped from 21% to 40% in April, while online sports betting duty increased from 15% to 25%.

Intralot estimated the transaction will generate pretax cost and capital expenditure savings of approximately £180 million, to be realized by the end of the second year after completion. Synergies stem primarily from consolidation and optimization of marketing spend, operational efficiencies and IT infrastructure.

The acquisition creates a geographically diversified gaming operation with a combined addressable market of €36 billion. Bally’s Intralot already operates in the UK through Gamesys brands including Virgin Games, Jackpotjoy and Rainbow Riches Casino. The enlarged group will rank as the number two player in UK iGaming and number four in UK online sports betting based on gross gaming revenue market share.

Evoke Chair Mark Summerfield stated the takeover “will create one of the world’s leading online betting and gaming groups with superior scale, exceptional brands, increased diversification, and a platform for strong growth through enhanced capabilities”.

What Shareholders Need to Know About the Transaction

Completion is scheduled for the final quarter of 2026 or first quarter of 2027, subject to satisfaction or waiver of required conditions. Assuming no evoke shareholders elect for the cash alternative offer, shareholders will own approximately 11.5 per cent of the enlarged group and participate in future growth prospects.

The transaction requires multiple layers of approval. Evoke shareholders must approve the scheme at the Court Meeting and pass the resolution at the General Meeting. Intralot shareholders need to approve the Intralot Resolution, while confirmation of listing approval for new Intralot shares on the Main Market of the Regulated Securities Market of Euronext Athens is mandatory.

Notably, regulatory antitrust approvals span Austria, Jersey and the UK, with foreign direct investment approvals required in Cyprus, Ireland, Malta, Romania, Spain and the UK. Gaming regulatory approvals must be secured in the UK, Portugal, Italy, Germany, Gibraltar, Malta, Canada, New Jersey, Nevada and Pennsylvania.

The acquisition will be implemented through a court-approved scheme of arrangement between Intralot and evoke shareholders under the Gibraltar Companies Act. Bally’s Intralot confirmed to stakeholders that transaction financing will align with stated financial policy goals within the existing perimeter.

Evoke carries net debt of approximately £1.8bn against a market value of just £175m.