Evoke Shareholders Approve Bally's Intralot Takeover
Evoke shareholders have overwhelmingly approved Bally's Intralot's proposed acquisition of the sports betting group's William Hill and 888 businesses, clearing a major hurdle for a deal now clouded by fresh questions over the buyer's own finances.
At a court meeting on Monday, 99.91% of scheme shares, about 268.2m, were voted in favour, against just 236,504 opposed.
A separate special resolution needed to implement the transaction passed with 99.63% support, with 268.4m shares in favour and fewer than one million against, according to according to Gambling Insider.
The votes in favour of the scheme represented 59.55% of Evoke's total issued share capital. The acquisition is now expected to close in the fourth quarter of 2026 or the first quarter of 2027.
Bally's Own Balance Sheet Under Pressure
The approval landed the same day Bally's Corporation disclosed liquidity and debt covenant concerns in its delayed second-quarter filing, sending Bally's shares down nearly 30%.
Bally's reported $792.2m in second-quarter revenue, up 20% year-on-year, with total segment Adjusted EBITDAR rising to $187.5m from $173.2m.
Despite the revenue growth, the company said it is pursuing new financing, including possible asset sales, equity and new debt, and warned that without fresh financing it expects to fall short of required liquidity levels and could breach its leverage covenant within 12 months.
Bally's said those conditions raise "substantial doubt about the Company's ability to continue as a going concern."
The company faces significant capital demands elsewhere in its business: about $400m remains under its minimum $1.34b spending commitment for a permanent Chicago casino, construction on which it slowed last week, and it has signed a non-binding term sheet for a pre-construction loan tied to its planned $4b Bronx casino project, alongside a letter of intent with a potential equity investor.
Evoke Had Already Flagged Uncertainty
Evoke had already flagged its own uncertainty over the deal. Less than a week before the vote, the online casino and betting group identified two "material uncertainties" tied to its ability to continue as a going concern in its first-half 2026 results.
One centres on the acquisition itself: Evoke's directors said they have limited visibility over Bally's Intralot's "ability and intentions to operate the group under its ownership." The second covers what happens if the deal fails to close, in which case Evoke said it would need to achieve a "sustainable and materially improved level of profitability and cash generation" to refinance its debt, calling that a "significant execution challenge."
Evoke carries around £1.84b, roughly $2.44b, in borrowings. Its net leverage rose from 5.2x at the end of 2025 to 5.6x at June 30, 2026, with £105.6m in cash and about £150m in total liquidity.
Despite this, Evoke's directors said they have a "reasonable expectation" that the company can continue operating through September 2027.
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What Happens Next?
Following the shareholder vote, Evoke said a number of antitrust and regulatory conditions for the acquisition have also now been satisfied.
The transaction still needs its remaining conditions cleared and requires court sanction before it can complete.
With Bally's own balance sheet under scrutiny, attention now turns to whether the buyer can secure the financing needed to see the deal through, and what that means for the future ownership structure of two of the industry's longest-running betting brands.
