Milbank Advises SAZKA Group on Largest All Cash Offer in Greece in Over a Decade and Related Financing

Milbank LLP is advising SAZKA Group on its all cash, unconditional offer to acquire Greece’s OPAP. The offer values the entire share capital of OPAP in excess of €3.1 billion. The offer period will commence upon publication of SAZKA’s Group offer document later this month and is expected to close during Q3 2019. The offer represents the largest cash offer in Greece for more than 10 years and signals increasing confidence in the prospects of the Greek economy.

Milbank LLP is further advising the SAZKA Group on obtaining committed financing for the offer.

The Milbank team was led by London capital markets partner Apostolos Gkoutzinis, corporate partner Mark Stamp, special counsel Joji Ozawa and associate Andrew Reilly. The team also included London partners Rebecca Marques, Suhrud Mehta, Clive Ransome and Frankfurt partner Mathias Eisen, as well as London associates Gemma Cullen, Alistair Gillespie, Jonathan Roberts, Bernardo Zang and Maria Schweinberger. Munich anti-trust partner Alexander Rinne and associate Moritz Lichtenegger alongside London tax special counsel Matthew Mortimer provided additional support.

Milbank partner Apostolos Gkoutzinis observed: “This is the largest all-cash tender offer for a Greek company in many years. We are delighted that our client trusted Milbank with this significant corporate and financing mandate and we hope that all goes well in the market.”

SAZKA Group is one of the fastest growing European gaming companies with significant market presence in Austria, Cyprus, the Czech Republic, Greece and Italy, with annual revenue of approximately €18 billion. SAZKA Group is 75% owned by KKCG, the private equity fund of Czech billionaire Karel Komarek. KKCG will acquire the remaining 25% interest in SAZKA Group from Emma Capital (beneficially owned by Czech entrepreneur Jiri Smejc), subject only to regulatory approvals.

SAZKA Group, on launch of the offer, will hold a 33% interest in OPAP via a majority stake in a joint venture, Emma Delta. The Emma Delta interest in OPAP is not subject to the offer.

OPAP is the largest gaming company in Greece and has operations in Cyprus and Malta. Since SAZKA Group’s initial investment in OPAP, “Gross Gaming Revenues” have increased by 27%, EBITDA has grown by 59% and OPAP has returned approximately €1.4 billion in cash to its shareholders as dividends.