Lottomatica Absorbs Cirsa in All-Share Merger to Form Second-Largest Listed Gaming Operator

Lottomatica Group and Cirsa Enterprises announced a merger that will create the second-largest listed gaming and sports betting operator globally. The combined entity will report pro forma Adjusted EBITDA of €2bn. Cirsa will be absorbed by Lottomatica and cease to exist as a separate company with Lottomatica continuing as the surviving listed entity.

The transaction unites the leading operators in Italy and Spain with nine aggregate leadership positions and a combined addressable market of €34bn. Cirsa brings 450 gaming venues, more than 85,000 gaming machines and around 2,300 sports betting points. According to reporting by G3 Newswire the deal is structured as an EU cross-border statutory merger implemented through a binding Merger Agreement with LHMC Midco S.à r.l. controlled by Blackstone funds.

Financial Mechanics and Synergies

Cirsa shareholders will receive 0.668 newly issued Lottomatica shares for each Cirsa share held. Prior to closing Cirsa will distribute an extraordinary dividend of €262m (€1.56 per Cirsa share). Lottomatica plans a €744m capital return to shareholders following completion through special dividend or tender offer or both.

The parties project €115m of annual pre-tax cash synergies from opex and interest cost savings fully realized by the third full year post-completion. On a pro forma basis net debt to Adjusted EBITDA reaches 2.7x at H1-2027E leaving headroom under financing arrangements. Lottomatica shareholders are expected to own 67.5% of the combined company while Cirsa shareholders hold 32.5% with Blackstone becoming the largest single shareholder at approximately 24%. Completion is targeted for Q2 2027 subject to shareholder approvals antitrust gaming and foreign direct investment clearances.

Path to Regulatory Clearance

Guglielmo Angelozzi, Chairman and CEO of Lottomatica, said: “With the combination of Lottomatica and CIRSA, two extremely successful companies, we create the undisputed leader in Italy and Spain, among the best gaming markets globally, complemented by leadership positions in other very high growth geographies. More avenues of growth especially in online, same level of capital returns but with increased resiliency, low execution risk: this is a solid recipe and we look forward to working with Antonio and his team to continue to deliver growth and superior returns to our shareholders in the long term.” Antonio Hostench CEO of CIRSA said: “The combination of CIRSA and Lottomatica creates a world-class diversified gaming leader with leading positions across its core markets and significant opportunities to accelerate profitable growth.”

The boards have approved the joint merger plan and related documentation which will be submitted to extraordinary general meetings expected by the end of 2026. The Combined Company will maintain headquarters in Rome with secondary headquarters in Barcelona province and Lottomatica shares will list on both Euronext Milan and Spanish exchanges.

Reporting: G3 Newswire

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