Italy’s Lottomatica and Spain’s Cirsa have agreed to an all-stock merger that will create one of the largest international groups in the gaming and betting industry. The resulting company will have combined adjusted operating profit of close to €2 billion and will remain listed on both Euronext Milan and the Spanish stock exchanges.
The boards of directors of both companies have approved the main terms of the transaction and signed a binding merger agreement together with Cirsa’s majority shareholder, which is controlled by funds managed by Blackstone. The integration is expected to be completed in the second quarter of 2027, subject to shareholder approval and the required regulatory clearances.
The transaction will be structured through Lottomatica’s absorption of Cirsa. Shareholders of the Spanish company will receive 0.668 new Lottomatica shares for each Cirsa share they hold. Once the process is complete, Lottomatica’s current shareholders will control approximately 67.5% of the combined company, while Cirsa shareholders will hold about 32.5%.
Blackstone, which currently controls Cirsa, is expected to become the largest individual shareholder in the new group, with approximately 24% of the share capital, although it will not hold a controlling stake. The board of directors will comprise 13 members, including two directors appointed at Blackstone’s proposal.
A group with leading positions in Spain and Italy
The integration will bring together two companies with particularly significant positions in their respective domestic markets. The new group will hold leading positions in Italy and Spain, as well as a presence in other international markets, and aims to compete with the industry’s leading global operators.
According to the transaction presentation, the combined group would generate close to €2 billion in adjusted EBITDA, based on the 12 months through June 2026 and including recent acquisitions and expected operating synergies.
The transaction will also generate estimated cost synergies of approximately €115 million annually three years after closing. These improvements will stem from both operating and financial savings resulting from the integration of the two companies.
Before the merger is completed, Cirsa will distribute a special dividend of approximately €262 million to its shareholders, equivalent to €1.56 per share. The resulting company also plans to return a further €744 million to shareholders after completing the transaction, through a voluntary partial tender offer, a special dividend, or a combination of both mechanisms.
Cirsa to cease to exist as an independent company
Completion of the transaction will mean that Cirsa ceases to exist as an independent legal entity once it is integrated into Lottomatica, although shares in the resulting company will trade in both Italy and Spain. Cirsa’s current shareholders will therefore become direct shareholders in the new group.
The management structure will retain executives from both companies. Guglielmo Angelozzi will serve as chairman and chief executive officer of the combined group, while Laurence Van Lancker will serve as deputy chief executive officer and chief financial officer. Antonio Hostench will remain Cirsa’s chief executive officer, and Antonio Grau will continue as the Spanish company’s chief financial officer.
The merger remains subject to several conditions, including approval by the respective shareholder meetings, the necessary regulatory authorizations, and a requirement that Cirsa shareholders exercising their withdrawal rights represent no more than 5% of the share capital.
The agreement marks a step change in scale for Cirsa following its stock market listing and also reshapes Blackstone’s position in the company. The fund will relinquish control of the Spanish company to become a cornerstone shareholder in a larger international group, while Cirsa will be integrated into a company with a broader presence in the European and international gaming market.
