Milbank Advises Intralot on €2.7 Billion Purchase of Bally's International Digital Division
In a significant move, Intralot S.A. and Bally's Corporation have agreed to a merger, with Intralot acquiring Bally's International Interactive business in a cash-and-shares transaction valued at €2.7 billion ($3.19 billion).
### Valuation and Consideration
The enterprise value of the transaction stands at €2.7 billion. The consideration includes €1.530 billion in cash paid by Intralot to Bally's, along with €1.136 billion in newly issued Intralot shares (873,707,073 shares valued at €1.30 each). The transaction also involves assumptions of certain liabilities by the parties and is subject to adjustments.
### Ownership Structure
Post-merger, Bally's will become the majority shareholder of Intralot, holding a significant equity stake. Intralot founder Sokratis Kokkalis will retain a significant stake in the merged entity. Intralot is expected to remain listed on the Athens Stock Exchange and be one of its largest companies by market capitalization after completion.
### Financing
Intralot has secured up to €1.6 billion in debt financing and plans a share capital increase of up to €400 million to fund the transaction. Bally's, on the other hand, plans to repay secured debt from the cash proceeds of the deal.
### Legal Counsel
Milbank LLP is serving as legal counsel to Intralot, with a specialized deal team covering Corporate Finance, Securities, Tax, Antitrust, Executive Compensation, Transportation, and Environmental law. The team is led by key partners including Apostolos Gkoutzinis and Ana Grbec. Bally's legal team includes firms such as Fried Frank Harris Shriver & Jacobson LLP and Nixon Peabody LLP.
### Strategic Rationale
The merger aims to create a global gaming technology and services company, combining Intralot’s lottery technology expertise with Bally’s strong online gaming capabilities, especially in the UK market. This move is expected to establish a leading digital gaming operator and lottery technology provider with operations across Europe and North America.
### Timeline and Approvals
The transaction is expected to close in Q4 2025, subject to shareholder approvals, antitrust, and gaming regulatory clearances, and customary closing conditions.
With this merger, both companies are set to bring together complementary gaming and technology assets, creating a combined entity with a strong market presence. Milbank LLP stands behind Intralot as its legal counsel throughout this significant transaction.
The newly formed entity will expand its operations across Europe and North America, as Intralot's acquisition of Bally's International Interactive business is funded by a combination of cash, shares, and debt financing, valued at €2.7 billion. Post-merger, Bally's will hold a significant equity stake in Intralot, with the latter remaining listing on the Athens Stock Exchange and becoming one of its largest companies by market capitalization.
