The countdown is on for the recommended all-share acquisition of evoke by Bally’s Intralot, as the two parties have confirmed the full agreement on the terms and conditions for the deal.
evoke said the acquisition is ‘intended to be effected by means of a scheme of arrangement between evoke and evoke Shareholders under Part VIII of the Gibraltar Companies Act 2014’.
evoke has published and sent out the scheme document containing the full terms and conditions of the acquisition to its shareholders. The document also contains related Forms of Proxy, Forms of Direction, Forms of Instruction, GREEN Form of Election, PINK Form of Election and YELLOW Form of Nomination.
The operator’s directors consider the acquisition’s terms to be ‘fair and reasonable’, with its board unanimously recommending voting in favour of the scheme at the Court Meeting and the Special Resolution at the General Meeting, both scheduled for 17 August.
An expected timeline of the scheme’s principal events is laid out within the document as well, with the court hearing to sanction the scheme expected to take place in the final quarter of 2026 or the first quarter of 2027. Notice will be given by the operator if any key dates of the timeline change.
Bally’s Intralot is set to have a general meeting on 18 September. The deal has a long stop date, the latest date by which the scheme can become effective or extended through an agreement, of 5 September 2027.
On 12 August, evoke is set to publish its interim results for the six months ended 30 June.
Deal details
Back in June, evoke detailed the offer’s terms, citing its investors would be entitled to receive 0.537 new Intralot shares for each evoke share, equating to a value of 52p per evoke share based on Intralot’s share price of €1.12.
On this basis, the acquisition values the entire and to be issued ordinary share capital of evoke at approximately £243.1m at an £2.2bn enterprise value.
The deal also represents a premium of approximately:
- 138% premium to evoke’s share price of 21.9p at the close of business on 9 December 2025 (being the last business day before the announcement of evoke’s strategic review).
- 77% premium to evoke’s volume-weighted average share price of 29.4p over the three months ending on 17 April 2026 (being the last business day before evoke’s statement regarding media speculation in respect of the acquisition).
Approval of the listing of the new Intralot shares on the Main Market of the Regulated Securities Market of Euronext Athens will be sought by Bally’s Intralot, alongside the existing Intralot Shares under the symbol BYLOT.
“I’m confident Intralot will be a strong and supportive owner of the business.”
Mark Summerfield, Chair of evoke
Mark Summerfield, Chair of evoke, said at the time: “Following the announcement of the Strategic Review in December 2025, 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.
“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.
“The combination 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.”
Value for Bally’s Intralot
Bally’s Intralot previously said the acquisition has a compelling strategic and financial rationale for both companies’ shareholders and is expected to result in the following:
- Create a global gaming and lottery champion with scaled pan-European B2C, adding significant reach across locally regulated markets.
- Leading position in the UK with sports offering strengthened through the addition of evoke’s flagship brands.
- Combining evoke’s iconic brands with Intralot’s leading data technology to optimise player journeys.
- Transaction unlocks highly executable synergy upside to drive value creation and significant earnings accretion in the near-term.
- Enhanced financial profile through increased scale and product diversification.
In June, Soo Kim, Chair at Bally’s Corporation, commented: “We are excited about the opportunity to bring Intralot and evoke together to create a leading, diversified European gaming champion with greater scale, resilience and operational capability.
“Underpinned by the combination of evoke’s iconic brands of incredible heritage, such as William Hill and 888, with Intralot’s best-in-class technology and data capabilities, highly executable synergies and the ability to invest our substantial free cash flow in growth markets – we are confident that the Enlarged Group will not just be stronger than before, but stronger than ever.
“Intralot has a proven track record of creating shareholder value through successful integration of acquired businesses whilst preserving their distinct strengths. We are confident that this transaction will deliver substantial benefits for both Intralot and evoke shareholders.”
