Intralot S.A. to Remain Listed on the Athens Stock Exchange Transaction Enterprise Value of €2.7 Billion

Intralot S.A. (ATSE: INLOT) (“Intralot”) and Bally’s Corporation (NYSE: BALY) (“Bally’s”) today announced that their respective Boards of Directors approved their entry into a definitive transaction agreement (“Transaction Agreement”) pursuant to which Intralot will acquire Bally’s International Interactive business (the “International Interactive Business”) in a cash-and-shares transaction that values the International Interactive Business at an enterprise value of €2.7 billion (the “Transaction”). The consideration for the acquisition of the International Interactive Business will comprise a combination of cash paid by Intralot and newly issued shares delivered by Intralot to Bally’s, as more specifically detailed below. As part of the Transaction, Intralot expects to refinance part of its existing debt facilities and Bally’s also expects to repay secured debt from the cash proceeds.

The Transaction consideration to Bally’s, after assumptions of certain liabilities by the involved parties, will (subject to certain agreed adjustments) be made up of:

• €1.530bn cash consideration, and
• €1.136bn of newly issued shares in new Intralot (873,707,073 shares, at an implied value of €1.30 per share).

In order to support the €1.530bn cash consideration to Bally’s and refinance part of its existing debt, Intralot has obtained commitments from Citizens Bank, Deutsche Bank, Goldman Sachs, and Jefferies for debt financing up to €1.6bn (which is expected to be refinanced through the debt capital markets and is subject to certain conditions precedent) and expects to launch an up to €400mn share capital increase by way of an equity offering of shares listed on the Athens Stock Exchange, subject to corporate and regulatory approvals.

Following the completion of the Transaction, Intralot is expected to remain listed on the Athens Stock Exchange. Bally’s, currently Intralot’s largest shareholder, is expected to become the majority shareholder of Intralot as a result of the Transaction with a significant equity stake in Intralot. Intralot’s founder, Mr. Sokratis Kokkalis, will maintain a significant stake in Intralot.

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Following the completion of the Transaction, Intralot is expected to be a leading digital gaming operator and technology provider for lottery products with a footprint in some of the most attractive markets in Europe and North America. The combined technology capabilities of the two companies will allow Intralot to pursue new opportunities in gaming and lottery markets globally.

Intralot, following the completion of the Transaction, is expected to be among the largest companies by market capitalization listed on the Athens Stock Exchange.

The completion of the Transaction is expected to occur in the fourth quarter of 2025, subject to certain Intralot shareholder approvals, customary antitrust and gaming regulatory approvals and other customary closing conditions.

In connection with the Transaction, Bally’s has secured commitments for a $500mn secured debt facility which, together with the cash proceeds from the Transaction, will be used to repay secured debt. In addition, Bally’s has secured commitments for a $100mn delayed draw secured debt facility, which may be used following the consummation of the Transaction for general corporate purposes, including the development of Bally’s Chicago.

Intralot has also today received notice that Bally’s and its affiliates’ ownership in Intralot has increased from 26.86% to 33.34%, following which a mandatory tender offer obligation for the remaining outstanding shares of Intralot has been triggered.

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Sokratis Kokkalis, Intralot’s founder and the current Chairman, commented: “The transaction we announced today marks a doubly important day: On the one hand, for Intralot, which is growing with the acquisition of the online division of Bally’s International Interactive, creating a company with significant multiples in operating profits and unlimited space to expand into online gaming. On the other hand, for Greece and the Greek stock exchange, where a strong large-cap company is being created with the prospect of attracting significant foreign capital, helping to establish the country as a reliable investment destination.

It is also a special day for me personally to see the company I founded 33 years ago in Greece and which has become one of the top three companies in the lottery technology industry worldwide through its technology innovation and dynamism, acquiring new vision and prospects. Finally, I would like to thank Mr. Kim for his commitment to our partnership.”

Soohyung Kim, Chairman of Bally’s board and Vice Chairman of Intralot’s board, commented: “This is a tremendous statement of intent that signals Bally’s strong commitment to establishing a global lottery and online gaming champion. By joining with Intralot, the resulting company will be anchored in Europe, and will have significantly greater financial scale from which to drive growth and compete on a global basis.”

Nikolaos Nikolakopoulos, Intralot’s CEO and board member, commented: “Intralot takes a major step forward in becoming a global technology and services leader in the Lottery and Gaming sectors. Bally’s brings unparalleled digital capabilities, technological and operational, giving us a unique advantage in helping State Lotteries enhance player experiences and maximize returns for good causes.”

Robeson Reeves, Bally’s CEO and board member, commented: “This transaction marks a transformative moment for Bally’s as we unite our outstanding gaming and data technology with Intralot’s exceptional expertise in lottery. Together, we are creating a unique proposition that will pave the way for a new era of innovation and growth across the entire gaming spectrum.”

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Highlights

• Creation of a global iGaming and Lottery champion with enhanced diversification and scale and a highly complementary product offering across B2B / B2C that is expected to unlock significant cross selling opportunities.
• Exposure to both the fast-growing iGaming and Lottery markets with $187bn global Total Addressable Market (TAM) in 2029 supported by robust 14% iGaming and 5% lottery projected compounded growth rates in TAM from 2024 through to 2029. Intralot’s historical resilient contracted B2B lottery revenue and renewal track record combined with the International Interactive Business’s strong B2C iGaming market position, as a leading online casino operator in the UK favorably position Intralot, following the Transaction, to benefit from this strong forecasted market growth.
• Highly complementary technology platforms, integrating Intralot’s LotosX, PlayerX systems with the Bally’s International Interactive’s Vitruvian data analytics platform. The combined technology stack is expected to enhance competitiveness in contract renewals and new opportunities via platform enhancement, loyalty program integration, data-driven marketing and real-time customer insights.
• Resilient, recurring lottery revenues complemented by stable growing iGaming revenue, with Intralot having over €1.4bn in contracted lottery revenue through 2029, an 89% historical contract renewal rate, and a 16-year average contract duration supported by a sustainable market leading iGaming position of the International Interactive Business in the UK with best-in-class margins vs peers driven by strong technology offering.
• Enhanced aggregated financial profile, with €1.1bn revenues, approximately 38% pre-synergies EBITDA margin and strong operating free cash flow conversion above 90% enhanced by short-term achievable cost synergies across organisational, third-party and operational areas driving additional margin expansion.
• Multiple organic and strategic growth levers, with elevated positioning across the gaming value chain presenting new product and geographic expansion optionality. Revenue opportunities include expansion into new B2C markets, envisaged entry into high-potential charity lottery segments in the UK and US, and cross sell opportunities across the overall B2B and B2C customer base.
• Strong governance and ESG standards, with a commitment to responsible gaming, long-standing regulatory relationships across 40+ jurisdictions, and a diverse, experienced leadership team.
• Prudent financial policy, with post-Transaction Intralot targeting c.2.5x steady-state net leverage and dividend payout ratio of 35% of net income with flexibility for higher distributions subject to performance and capital structure considerations.

Management and Governance

Following the completion of the Transaction, the Intralot management team is expected to be enhanced with Robeson Reeves (Bally’s CEO and a member of its board), who is expected to also become Intralot’s CEO. Nikolaos Nikolakopoulos (Intralot’s current Group CEO and a current member of its board) is expected to serve as President and CEO of the Lotteries division of Intralot, and Chrysostomos

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Sfatos (Intralot’s current Group Deputy CEO and a current member of its board), expected to serve as Intralot’s CFO.

Following the completion of the Transaction, Intralot is expected to undertake any necessary corporate actions required by Greek law to cause the Intralot board of directors following the completion of the Transaction to comprise 11 directors, a majority of whom will be independent, and with Sokratis Kokkalis (Intralot’s founder and the current Chairman of Intralot’s board), Soohyung Kim (the Chairman of Bally’s board and Vice Chairman of Intralot’s board), and the aforementioned Messrs. Reeves and Nikolakopoulos each expected to serve as directors as well.

Transaction Structure

The Transaction will be implemented through Intralot’s direct or indirect acquisition of 100% of the equity of Bally’s Holdings Limited, a wholly-owned subsidiary of Bally’s and the current parent company of the International Interactive Business, in exchange for the cash and equity consideration described above. More specifically, Bally’s will acquire the newly issued shares of Intralot in part in consideration for the sale of a portion of the International Interactive Business (together with the cash consideration) and in part as consideration for the contribution of another portion to Intralot as part of an Intralot share capital increase.

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The Transaction Agreement is expected to be entered into following the expiration of a 10-day statutory waiting period and any other requirements under art. 99 seq. of Greek Law 4548/2018 for related party transactions. The approval by Intralot’s Board of the entry into the Transaction Agreement as well as the fairness opinion obtained by Intralot in connection with such approval according to art. 101 of Greek Law 4548/2018 are expected to be made available through the Greek Commercial Register and through the website maintained by Intralot with the Athens Exchange at www.athexgroup.gr.

Longer-Term Commercial Arrangements

On or about the completion of the Transaction, Intralot and Bally’s expect to enter into one or more brand licence and other IP licensing agreements, as well as certain services arrangements, that together will help ensure that both Intralot and Bally’s (in relation to its International Interactive Business entities following the Transaction) continue to benefit from the intellectual property and services that they historically benefitted from in the conduct of their respective businesses.

INTRALOT S.A. is pleased to announce that its North American subsidiary, INTRALOT, Inc., has signed a contract with the Charitable Gaming Division of the Nebraska Department of Revenue for the provision of a real-time monitoring and reporting system for Cash Devices
across the state. This agreement marks an important step in enhancing the oversight and operational efficiency of Cash Device regulation in Nebraska.

The contract will see INTRALOT deliver its state-of-the-art iGEM Central Monitoring and Reporting System, designed to offer real-time management, auditing, and reporting of Cash Device activities in the competitive gaming environment. INTRALOT will implement the full solution, including site controllers, communication networks, central system infrastructure, reporting modules, training for Distributors and Operators, and advisory services for Division personnel.

The contract, which was awarded following a competitive process, will run for 5 years and includes the option to renew for four (4) additional two-year (2) periods, totaling 13 years. INTRALOT’s system will oversee and report on Cash Device operations in a growing statewide landscape of at least 5,000 devices at more than 1,600 locations in Nebraska, improving security, compliance, and operational transparency.