Lottomatica and CIRSA approve major gambling merger
The boards of Lottomatica Group and CIRSA have approved a formal merger plan that would combine two of Europe’s largest gambling businesses into a single publicly listed operator.
The companies announced on October 8 that their respective boards had approved the common merger plan setting out the terms of the proposed cross-border transaction.
The agreement advances a combination first announced in September, although the merger remains subject to shareholder approval and regulatory clearances.
Under the proposed structure, Spanish gambling group CIRSA will be absorbed into Italy’s Lottomatica Group, which will remain the surviving listed company.
CIRSA shareholders will receive 0.668 newly issued Lottomatica shares for every CIRSA share held when the merger becomes effective.
The exchange will not include a cash component.
Before completion, CIRSA intends to distribute an extraordinary dividend of approximately €262 million to its shareholders, equivalent to €1.56 per share.
The companies also confirmed plans for a further €744 million capital return following completion, subject to the necessary corporate and regulatory approvals.
That distribution could take the form of a special dividend, a partial share buyback or a combination of both.
The merger would bring together Lottomatica’s substantial Italian online gambling, sports betting and gaming machine operations with CIRSA’s international casino, gaming machine and sportsbook businesses.
Lottomatica reported approximately €2.3 billion in consolidated revenue during 2025 and operates around 17,400 retail points of sale.
CIRSA operates in 11 countries, with approximately 450 casinos, more than 85,000 gaming machines and around 2,300 sports betting points.
The Spanish group also holds online gambling licences in markets including Spain, Italy, Portugal, Peru, Colombia, Panama, Paraguay and Mexico.
The combined business is expected to generate annual adjusted EBITDA of approximately €2 billion based on previously disclosed pro forma figures.
The companies have now submitted the required competition filings in Italy, Spain, Mexico and Morocco.
Additional foreign investment filings have been made with Italian and Spanish authorities, alongside a filing with the European Commission.
An independent expert appointed through the Commercial Registry of Barcelona has also confirmed the fairness of the proposed share exchange ratio.
The companies expect to hold shareholder meetings by the end of November 2026.
Completion remains targeted for the second quarter of 2027.
Following the merger, Lottomatica will retain its Rome headquarters and corporate name.
Guglielmo Angelozzi is expected to remain chairman and chief executive, while CIRSA’s existing management will continue overseeing its business operations.
Blackstone, CIRSA’s largest shareholder, will be entitled to nominate two directors to Lottomatica’s enlarged board.
The proposed merger would create a major international gambling group with substantial operations across both online and land-based markets.
