Gaming Law 2025

MALTA Trends and Developments Contributed by: Andrew J. Zammit and Krista Hili, GVZH Advocates

response to global efforts to curb money laundering and terrorism financing. In Malta, the FIAU’s 2025 Risk Evaluation Question- naire and Implementing Procedures for the Remote Gaming Sector highlight intensified supervision. These measures aim to ensure accurate disclosure of ownership structures, ongoing monitoring and sector-specific compliance. Across Europe, the EU AML Regulation (EU 2024/1624) already harmonises requirements and increase consistency in beneficial ownership verification, further tightening oversight on gaming operators. The FATF’s Guidance on Transparency and Beneficial Ownership’s revised Recommendations 24 and 25 have raised the bar for beneficial ownership trans- parency, mandating jurisdictions to collect accurate, up-to-date information through a multi-pronged approach. Regulators now cross-check beneficial ownership data, imposing sanctions where discrep- ancies arise. Market Dynamics: M&A The gaming industry has experienced significant merger and acquisition (M&A) activity in 2025, driven by consolidation, diversification, and strategic refo- cusing. In 2025, the European gambling and iGaming sector witnessed several landmark transactions, signalling a new wave of consolidation and strategic reposi- tioning. Notably, Greek operator OPAP completed the acquisition of the remaining stake in Stoiximan in July, securing full ownership of the online opera- tor in Greece and Cyprus. Also in Greece, lottery and gaming services provider INTRALOT announced the acquisition of Bally’s International Interactive business for roughly EUR2.7 billion, a combination of cash and newly issued shares, to create a combined technol- ogy, lottery-plus-digital gaming group with a strong European and UK presence. Meanwhile, as part of a broader strategic acquisition, Glitnor Group agreed to acquire OneCasino, an online casino operator active in regulated markets including the Netherlands, Spain and Denmark.

Perhaps the most headline-grabbing was the pro- posed merger between lottery giant Allwyn Interna- tional and OPAP, structured as an all-share transac- tion (where the combined entity is valued at about EUR16 billion) aimed at creating one of the largest listed gambling companies in Europe. These trans- actions reflect three major themes: first, full owner- ship consolidation of high-growth online operations (Stoiximan/OPAP); second, the integration of online and lottery components as a demonstration of scale and technology(INTRALOT/Bally’s); and third, a mega- scale merger to build a pan-European “champion” operator (Allwyn/OPAP). Each transaction aligns with predictions for 2025 that the iGaming sector would accelerate strategic M&A as regulatory and regional market pressures mount. M&A activity remains complex due to regulatory scrutiny, competition law reviews and sector-specific licensing hurdles, particularly in gambling and iGam- ing. Transactions involving a change of control often trigger regulatory notifications, creating potential deal delays or conditions for approval. Cross-border acqui- sitions are especially challenging, as each jurisdiction imposes distinct rules on ownership, licensing and AML compliance. Legal and due diligence risks remain central. Buyers must assess exposure to legacy compliance breach- es, unresolved litigation or violations of national gam- ing laws. The FDJ–Unibet case in Malta – in which a Malta-based subsidiary was tied to Unibet, a business implicated in multiple lawsuits over operations in unli- censed markets – underscored the risk of historical licensing issues creating significant legal exposure for the purchaser. Operationally, integration of acquired studios raises difficulties in unifying corporate culture, technology platforms and regulatory frameworks while maintaining the continuity of live gaming services. Financially, rising interest rates have made leveraged buyouts riskier, leading to selective acquisitions and divestments of underperforming units. Meanwhile, the industry faces the challenge of balancing innovation and creative independence against corporate con- solidation. Overall, gaming M&A in 2025 is defined by strategic restructuring, stricter regulation and opera-

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