Lottomatica and CIRSA sign merger plan to create cross-border gaming group
The deal would see CIRSA absorbed into Lottomatica, with the combined company to be headquartered in Rome.
Lottomatica Group and CIRSA Enterprises have signed a joint plan for CIRSA to be absorbed into Lottomatica in a cross-border merger expected to take effect in the second quarter of 2027.
The companies’ boards approved the plan after the transaction was announced in September, with terms confirmed in a joint statement on October 8.
Under the agreed exchange ratio, CIRSA shareholders will receive 0.668 newly issued ordinary Lottomatica shares for each CIRSA share.
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CIRSA also plans to pay an extraordinary dividend of €1.56 per share before the merger takes effect, amounting to about €262 million.
The resulting company will retain the Lottomatica name and its headquarters in Rome.
Guglielmo Angelozzi is to remain chairman and chief executive, while Laurence Van Lancker will serve as deputy chief executive and chief financial officer; CIRSA’s operational leadership will also continue, with Antonio Hostench Feu leading its business operations and Antonio Grau Folguera remaining their CFO.
Lottomatica’s board is set to expand from 11 to 13 directors, with Blackstone entitled to nominate two.
Lottomatica shares will continue trading on Euronext Milan; after completion and receipt of the necessary approvals, the company plans to apply for listings on the Madrid, Barcelona, Bilbao and Valencia exchanges.
The plan also provides for a potential €744 million capital return to shareholders.
It could be delivered through a special dividend, a voluntary partial tender offer for the company’s shares, or a combination of the two, with the final structure dependent on the relevant conditions.
The proposed combination brings together Lottomatica’s Italian business and CIRSA’s operations across multiple markets.
Lottomatica recorded approximately €45 billion in betting stakes and €2.3 billion in consolidated revenue in 2025, while CIRSA holds online gaming licences in Spain, Italy, Portugal, Peru, Colombia, Panama, Paraguay and Mexico and operates in 11 countries.
The companies say the transaction will combine their geographic reach across gaming and sports betting.
The deal is not complete, as shareholder approval, regulatory authorisations and other conditions remain.
The companies have submitted regulatory filings in Italy, Spain, Mexico and Morocco, as well as to the relevant European authorities for foreign-subsidy review.
BDO Auditores, appointed as an independent expert by the Barcelona Commercial Registry, concluded that the share-exchange ratio was reasonable and that the proposed compensation for shareholders exercising withdrawal rights was sufficient.
Shareholder meetings are planned for late November 2026 to consider the merger.
CIRSA shareholders who vote against the common merger plan may exercise a withdrawal right for cash compensation of €13.20 per share, reduced by any dividends or distributions paid before the merger takes effect; completion is conditional on the number exercising that right not exceeding 5% of CIRSA’s issued and outstanding shares.
The expected effective date is the second quarter of 2027, subject to corporate approvals, regulatory authorisations and the remaining conditions of the agreement.