Lottomatica and CIRSA sign merger plan for 2027 completion
CIRSA shareholders will receive Lottomatica shares and a dividend ahead of the merger, which requires several approvals.
ROME · Lottomatica Group and CIRSA Enterprises have agreed on a merger that would see CIRSA absorbed into Lottomatica. The deal requires shareholder and regulatory approvals before it can close, which is anticipated in the second quarter of 2027. Both companies' boards approved the plan following its initial announcement last September. The terms of the agreement were confirmed in a joint statement on October 8.
Under the plan, CIRSA shareholders will receive 0.668 Lottomatica shares for each CIRSA share they own. CIRSA also intends to pay an extraordinary dividend of €1.56 per share prior to the merger, totalling approximately €262 million. Shareholders who vote against the merger can exercise a withdrawal right for cash compensation of €13.20 per share, minus any dividends paid beforehand. The combined entity will keep the Lottomatica name and its headquarters in Rome. Guglielmo Angelozzi will remain chairman and chief executive, with Laurence Van Lancker serving as deputy chief executive and chief financial officer. CIRSA's operational leadership will continue, with Antonio Hostench Feu leading its business operations and Antonio Grau Folguera remaining its chief financial officer.
Lottomatica's board will expand from 11 to 13 directors, with Blackstone entitled to nominate two. The company's shares will continue trading on Euronext Milan. After the merger is completed and necessary approvals are received, the company plans to apply for listings on the Madrid, Barcelona, Bilbao and Valencia exchanges. The merger plan includes a potential €744 million capital return to shareholders. This could be executed through a special dividend, a voluntary partial tender offer for company shares, or a combination of both methods. The final structure will depend on prevailing conditions.
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The merger combines Lottomatica's Italian operations with CIRSA's international footprint. Lottomatica reported roughly €45 billion in betting stakes and €2.3 billion in consolidated revenue in 2025. 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 ultimate scale and commercial impact will depend on approvals, the implementation of the plan and the integration of CIRSA's operations into Lottomatica. The merger plan alone does not establish what that integration will deliver.
The companies have submitted regulatory filings in Italy, Spain, Mexico and Morocco, as well as to relevant European authorities for foreign-subsidy review. An independent expert appointed by the Barcelona Commercial Registry concluded the share-exchange ratio was reasonable and the proposed compensation for shareholders exercising withdrawal rights was sufficient. Shareholder meetings are scheduled for late November 2026 to vote on the merger. Completion is conditional on the number of CIRSA shareholders exercising their withdrawal right not exceeding 5% of the company's issued and outstanding shares.