Lottomatica, Cirsa agree all-share merger

Lottomatica and Spain-based Cirsa have entered into a binding agreement for an all-share merger that will see Cirsa absorbed into Lottomatica. Under the terms of the transaction, each Cirsa share will be exchanged for 0.668 newly issued Lottomatica shares. The combined group is described as having a pro forma adjusted EBITDA of around €2 billion, positioning it as a sizeable operator in the gaming and betting sector.

Following completion, the merged entity will retain the Lottomatica name. The company plans a dual listing on Euronext Milan and the Spanish stock exchanges, reflecting its combined Italian and Spanish footprint. The registered office will remain in Rome, with a secondary seat for Cirsa in the Barcelona area.

Based on the agreed exchange ratio, current Lottomatica shareholders are expected to hold approximately 67.5% of the combined company, while existing Cirsa shareholders are expected to own about 32.5%. Blackstone (BX), the main shareholder in Cirsa, is projected to hold roughly 24% of the merged group, becoming the largest single shareholder.

Governance of the combined company will remain centred on Lottomatica’s existing leadership. Guglielmo Angelozzi, currently chairman and CEO of Lottomatica, will continue in both roles after the merger. The proposed board will consist of Lottomatica’s current 11 directors plus two additional directors to be nominated by Blackstone (BX), expanding representation while maintaining continuity.

As part of the agreed structure, Cirsa will pay an extraordinary pre-closing dividend of €262 million, equivalent to €1.56 per Cirsa share, to its shareholders before the merger becomes effective. In addition, Lottomatica’s board plans to submit a €744 million capital distribution for approval as part of the transaction’s framework for shareholder returns.

The combined group is targeting annual pre-tax cash synergies of approximately €115 million. These synergies are expected to be achieved by the end of the third full financial year following completion. Over the three years after closing, the companies plan to return up to €4.0 billion to shareholders through a combination of dividends and share buybacks.

Completion of the merger remains subject to customary conditions, including approvals by the shareholders of both Lottomatica and Cirsa, as well as the receipt of required regulatory authorisations. The parties currently expect the transaction to close in the second quarter of 2027.

Until the merger is completed, both businesses will continue to operate separately under their existing structures. Following completion, the combined group will operate under a unified governance and capital return framework as outlined in the current agreement, subject to the final approvals and any regulatory conditions imposed.