Evoke agrees to PS243 million takeover offer from Bally's Intralot

Evoke PLC on Friday said it had agreed to a £243 million takeover offer from Bally’s Intralot SA, having rejected five previous proposals from the Athens listing.

Evoke is the Gibraltar-based owner of sports betting and gambling brands William Hill and 888. Its peer Bally’s Intralot is based in Attica, Greece, and formed in 2025 through the combination of Intralot and Bally’s International Interactive, after which Providence, Rhode Island-based Bally’s Corp became the majority shareholder.

The offer will see Evoke investors receive 0.537 of a new Intralot share for each Evoke share, with the new shares being listed on Euronext Athens, valuing Evoke at 52p per share.

Alternatively, shareholders can choose to receive 52p in cash per share, subject to a £117.1 million cap. Any shares sold under the cash alternative will be acquired by Intralot subsidiary JerseyCo.

This values Evoke at £243.1 million in total.

Evoke shares jumped 12% to 45.00p on Friday morning in London, but remain down 17% over the past year. Intralot was last quoted at €1.19 in Athens and Bally’s closed 3.0% higher at $13.55 on Thursday in New York.

Intralot in April announced it was considering a bid for Evoke and last month was granted an extension to the deadline for making a bid, to June 8 from May 18. At the time, Evoke said it was expecting an offer which valued the company at 50p per share.

Evoke launched a strategic review back in December, citing the damage caused by the UK government budget, which raised taxes on casino gaming and online sports betting. According to Evoke, the changes could raise the company’s annual tax bill by between £125 million and £135 million.

Over the course of the review, Intralot made five proposals, starting with an indicative 32p-per-share approach.

The most recent 52p-per-share bid has the unanimous recommendation of Evoke’s board. The offer also has secured irrevocable undertakings and letters of intent covering 29.1% of Evoke’s shares.

Intralot estimated that the transaction will generate pretax cost and capital expenditure savings in the region of £180 million, to be realised by the end of the second year after completion.

The enlarged company’s proforma adjusted earnings before interest, tax, depreciation and amortisation margin, based on financial 2025 performance, is estimated to be 27%. In financial 2025, Evoke’s adjusted Ebitda margin was 20%.

‘Together with the potential synergies, and more diversified product and geographical mix, the acquisition delivers a more robust and balanced financial profile, with improved visibility on both cash generation and deleveraging,’ Intralot said.

Assuming no Evoke investors choose the cash alternative, they are expected to hold about 11.5% of the new, enlarged company. The cash alternative will be funded by a bridge facility agreement between Intralot, Deutsche Bank AG and Jefferies Finance LLC.

Evoke noted that restricted overseas investors will be unable to take part in the shares offer, and if the deal proceeds and they have not chosen the cash alternative, they will receive a sum of cash based on the net proceeds of the sale in the market of 0.537 new Intralot shares for each evoke share held.

Conditional on approval from Evoke shareholders, the deal is expected to close in the final quarter of 2026.

Evoke Chair Mark Summerfield commented: ‘We have been resolutely focused on how best to maximise value for our shareholders in light of the significant UK duty changes and the constraints posed by the Evoke group’s existing capital structure.’

Summerfield said the takeover by Intralot ‘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.’

‘I’m confident Intralot will be a strong and supportive owner of the business, and together with the more sustainable capital structure, the combination offers the best route to deliver long-term value for our shareholders and broader stakeholders,’ Summerfield added.

Bally’s Chair Soo Kim said: ‘We are confident that the enlarged group will not just be stronger than before, but stronger than ever.’

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