Full Breakdown
Lottomatica-Cirsa Merger Creates Second-Largest Listed Gaming Group
9/2/2026, 11:04:26 AM
Merger Agreement Details
Lottomatica, the Italian leader listed on Euronext Milan, and Spain’s Cirsa Enterprises have signed a binding cross-border merger-by-incorporation. Under the agreement, Cirsa will be absorbed into Lottomatica, which will retain its name, registered office in Rome and a secondary headquarters in Barcelona. Cirsa shareholders will receive 0.668 newly issued Lottomatica shares for each Cirsa share, amounting to roughly 32.5 % of Lottomatica’s post-merger capital. The transaction is conditioned on approval by both companies’ general meetings, regulatory clearances, and a limit that no more than 5 % of Cirsa’s share capital may be held by parties exercising disposal rights. Completion is expected in the second quarter of 2027.
Financial and Operational Impact
The combined entity is projected to generate adjusted EBITDA of about €2 billion, positioning it as the world’s second-largest listed operator in gaming and sports betting. Pre-tax cash synergies of €115 million per year are anticipated, with full realization by the end of the third full financial year after closing. Lottomatica estimates shareholder returns could reach €4 billion over the three years following completion. Prior to the merger, Cirsa will distribute an extraordinary dividend of €262 million (€1.56 per share) to its shareholders.
Governance and Shareholder Structure
Blackstone, the controlling shareholder of Cirsa, will sign the merger contract and commit to vote in favor at Cirsa’s shareholder meeting. Post-merger, Blackstone is expected to hold roughly 24 % of the combined company’s equity and will be represented on the board by two directors. The board will comprise 13 members: the existing 11 Lottomatica directors plus the two Blackstone appointees. Guglielmo Angelozzi will serve as president and CEO, while Laurence Van Lancker will be CFO and deputy CEO. Antonio Hostench will remain CEO of the former Cirsa operations, with Antonio Grau as its CFO.
Next Steps and Timeline
Lottomatica’s shares will continue trading on the Italian Stock Exchange and, after the merger, will also be admitted to the Spanish stock exchanges. Both companies have announced that ordinary dividends for the 2026 fiscal year are slated for payment in the second quarter of 2027, subject to shareholder and regulatory approvals. The extraordinary dividend from Cirsa may be increased if the ordinary dividend is not paid before the merger becomes effective.
