Bally's Intralot to Acquire Evoke in £243M All-Share Deal with 138% Premium

Bally’s Intralot takeover of evoke: the deal terms retail investors need to know

Bally’s Intralot S.A. has agreed a recommended takeover of evoke plc in an all-share deal, with an option for some shareholders to take cash instead. For each evoke share, investors will receive 0.537 new Intralot shares, which the companies say is worth 52 pence per share based on Intralot’s share price of €1.12.

That values evoke at roughly £243.1 million. On paper, that is a punchy premium – 138 per cent above evoke’s 21.9 pence closing price on 9 December 2025, and 77 per cent above its three-month volume-weighted average price of 29.4 pence up to 17 April 2026.

My read is simple: evoke has been backed into a corner by harsher UK gambling taxes and a stretched balance sheet, while Intralot sees a chance to buy scale and brands at a moment of industry stress. That makes strategic sense for both sides, even if there is still a fair bit to get through before this becomes reality.

Key Bally’s Intralot and evoke deal numbers at a glance

Metric	Figure
Offer per evoke share	0.537 New Intralot Shares
Implied value per evoke share	52 pence
Implied equity value of evoke	Approximately £243.1 million
Premium to 9 December 2025 close	138 per cent.
Premium to 3-month VWAP	77 per cent.
Cash alternative	52 pence per evoke share
Cash alternative cap	£117,104,979
evoke shareholder stake in enlarged group	Approximately 11.5 per cent. if nobody takes cash
Expected cost and capex synergies	Approximately £180 million pre-tax annual run-rate
One-off implementation costs	Approximately £25 million
Expected completion	Final quarter of 2026 or first quarter of 2027

Why evoke agreed to sell: UK gambling tax changes and debt pressure

This is the heart of the story. On 26 November 2025, the UK Government announced a sharp rise in Remote Gaming Duty from 21 per cent. to 40 per cent. from April 2026, plus an increase in online betting duty from 15 per cent. to 25 per cent. from April 2027.

evoke says those changes would increase duty costs by around £125-135 million a year once fully implemented, before mitigation. That is huge against FY 2025 EBITDA of £356 million – about 36 per cent of the year’s EBITDA.

So even though evoke improved trading, with adjusted EBITDA up 14 per cent. to £356 million and margin up 220 basis points to 20.0 per cent., the tax hit changes the investment case. Add in leverage of 5.2x and refinancing risk around its 2028 debt maturities, and you can see why the board decided that staying independent was looking less attractive.

In blunt terms, evoke seems to have had good brands but awkward finances at exactly the wrong time. This deal gives it a cleaner route out.

Why Bally’s Intralot wants evoke: William Hill, 888 and UK market consolidation

Intralot is not buying evoke just for the sake of size. It wants the brands, the customer base and the stronger position in the UK as weaker operators adjust to the new tax regime.

The company says the combined group would become the number two player in UK iGaming and number four in UK online sports betting, based on market share by gross gaming revenue. It would add evoke brands such as William Hill and 888 to Intralot’s existing portfolio and pair them with Intralot’s Vitruvian data platform.

That technology angle matters. Intralot thinks better customer segmentation, more personalised offers and lower marketing intensity can improve acquisition costs, conversion and churn. In plain English, it believes it can squeeze more profit out of evoke’s player base than evoke could on its own.

There is also a scale story here. The enlarged group is expected to have FY25 pro forma net revenue of €3.2 billion and FY25 pro forma adjusted EBITDA of €856 million, with an adjusted EBITDA margin of about 27 per cent. and cash conversion of about 79 per cent.

Cash alternative versus shares offer: what evoke shareholders are actually getting

There are two routes for evoke shareholders. The default is shares in Intralot. Alternatively, investors can elect for 52 pence in cash for some or all of their holding.

Here is the catch: the cash pool is capped at £117,104,979. If too many shareholders ask for cash, elections will be scaled back on a pro-rata basis, meaning investors will get a mix of cash and new Intralot shares instead of all cash.

That matters because shareholders will not know exactly how much cash and how many shares they will receive until settlement. For retail investors who want certainty, that is a negative.

For those happy to stay invested, the share route gives continued exposure to the enlarged group. If no one elects for cash, evoke shareholders will own around 11.5 per cent. of the combined business.

Synergies, refinancing and the bull case for the enlarged gaming group

The big financial carrot is synergies – benefits from combining two businesses. Intralot says it has identified around £180 million of gross annual pre-tax run-rate cost and capex savings by the end of year two after completion.

Most of that is expected to come from marketing optimisation, operational efficiencies and IT infrastructure. That sounds plausible on paper, especially in marketing and central overheads, and management says quick wins could arrive within one year of completion.

The other major positive is the balance sheet fix for evoke. Private lenders have committed the euro equivalent of £889 million for a second lien term facility, which would refinance evoke’s 2028 maturities. Pro forma total leverage would fall from 5.2x to 4.6x, while senior secured leverage would drop from 5.0x to 2.2x.

That is a meaningful improvement. It does not make the debt vanish, but it does take the immediate refinancing headache off the table.

Risks and negatives in the Bally’s Intralot evoke deal that investors should not ignore

There are a few. First, this is still a long way from done. The transaction needs shareholder approval on both sides, listing approval for the new Intralot shares, antitrust and foreign investment approvals in multiple countries, and gaming approvals across jurisdictions including the UK, Italy, Gibraltar, Malta, Canada, New Jersey, Nevada and Pennsylvania.

Second, the deal value is based on Intralot’s share price. Because this is mainly a shares offer, the real value to evoke investors can move around before completion.

Third, the takeover code point is worth noting. Because evoke is registered in Gibraltar, the UK Takeover Code does not apply in full, and the UK Panel on Takeovers and Mergers is not overseeing it in the usual way. The companies say they will follow parts of the Code through their co-operation agreement, but it is still not quite the same level of protection UK investors are used to.

And finally, synergies are always easier to announce than to deliver. £180 million is a large number relative to evoke’s current profitability, so execution really matters.

Shareholder support, timing and my verdict on what happens next

The early support is encouraging for deal certainty. Intralot has received irrevocable undertakings and letters of intent over 29.07 per cent. of evoke’s issued share capital. On the Intralot side, supporting undertakings cover 58.79 per cent. of its issued share capital.

The acquisition is being structured as a scheme of arrangement – essentially a court-approved takeover process. The scheme document is expected within 28 days of the announcement, and completion is currently expected in the final quarter of 2026 or first quarter of 2027.

My verdict: this looks more positive than negative for evoke shareholders because it crystallises value at a big premium and gives an escape route from a nasty mix of tax pressure and refinancing risk. For Intralot shareholders, it is a bolder call – higher upside if the integration works, but also more moving parts and more execution risk.

Either way, this is not a routine deal. It is a clear sign that the UK gambling tax shake-up is already forcing consolidation, and evoke has become one of the first big pieces to move.