Evoke Shareholders Back $328M Bally’s Intralot Takeover

Evoke shareholders have overwhelmingly approved the company’s proposed £243 million ($328 million) acquisition by Bally’s Intralot, clearing a major hurdle for the deal.

At a court meeting held on Monday (August 17), 99.91% of Scheme Shares voted to back the transaction, with 268.2 million votes cast in favor and just 236,504 against the deal.

A separate general meeting produced a similarly decisive result. Shareholders representing 99.63% of votes cast approved the special resolution required to proceed with the takeover.

The William Hill and 888 owner said a number of antitrust and regulatory conditions have also now been satisfied.

The votes mean Bally’s Intralot’s all-share acquisition of Evoke is now entering its final stretch. The deal was agreed by the two boards back in June.

All that remains are some minor additional approvals and a final sanction from a Gibraltar court, which is expected to hold a hearing during Q4 2026 or Q1 2027. The deal is expected to be completed during the same period.

Debt Adds Urgency to Evoke Deal

The shareholder vote had been one of the most significant outstanding milestones for the transaction.

During Evoke’s H1 earnings call last week, CEO Per Widerström said the acquisition was “going to plan.” Evoke’s board unanimously recommended the offer after conducting a strategic review.

The company’s approximately £1.8 billion ($2.4 billion) net debt has played a major role in its support for the transaction. CFO Sean Wilkins said last week that debt represented a “key constraint” on Evoke if the acquisition failed to complete. He added that the Bally’s Intralot deal provides a clearer route toward a sustainable capital structure.

Evoke reported H1 revenue of £887.5 million ($1.2 billion), broadly flat year-on-year. Adjusted EBITDA fell 10% to £150.2 million ($203 million). The decline partly reflected an additional £46 million ($62.2 million) gaming duty burden.

UK Tax Pressure Hits Both Companies

The acquisition comes as both businesses contend with significantly higher UK gambling taxes.

Bally’s Intralot said on Monday that its Q2 adjusted EBITDA fell almost 16% from the previous quarter to €84.6 million ($98.1 million).

The company estimated that the UK remote gaming duty increase reduced quarterly EBITDA by around €34 million ($39.4 million).

Despite that hit, Bally’s Intralot recorded its highest-ever UK online revenue during the quarter. Revenue increased 5.3% versus the previous quarter. Management said growth and cost reductions offset close to 65% of the tax impact.

The group also said during its Q2 update that regulatory reviews of the Evoke acquisition were progressing.

Shareholders representing more than 40% of Evoke’s capital had already indicated their intention to support the deal ahead of Monday’s vote.

The next major step will now be securing the remaining regulatory clearances before returning to court for final approval.