The boards of Lottomatica and Cirsa Enterprises have agreed an all-share cross-border merger that will fold the Spanish operator into the Milan-listed Italian group, creating a company with pro forma adjusted EBITDA of around €2 billion and pro forma revenue above €4.4 billion.
Cirsa shareholders will receive 0.668 newly issued Lottomatica shares for each Cirsa share held. On completion, existing Lottomatica shareholders will hold 67.5% of the combined company and Cirsa shareholders 32.5%. Blackstone, which took Cirsa private in 2018 and remains its largest shareholder, will hold approximately 24% and become the single largest investor in the enlarged group.
The structure is a merger by incorporation. Cirsa will cease to exist as a separate legal entity and Lottomatica will continue as the surviving company. The implied value of Cirsa before synergies reflects a 2026 estimated EV/EBITDA multiple of approximately 6x.
What the combined company looks like
The merged operator will be the second-largest publicly traded gaming and sports betting company globally measured by adjusted EBITDA, on a pro forma basis for the 12 months to 30 June 2026. It holds the number one position in both Italy and Spain, the two markets at the centre of the deal, and adds Cirsa’s Latin American operations in Colombia, Panama, Peru and Mexico to Lottomatica’s Italian base.
The Lottomatica name stays, with the registered office in Rome and a branch office in the province of Barcelona, where Cirsa is currently headquartered. Lottomatica shares, including the new shares issued to Cirsa holders, remain listed on Euronext Milan and will also be admitted to trading on the Spanish stock exchanges once the merger completes.
Guglielmo Angelozzi stays on as chairman and chief executive. The board of the combined company will have 13 directors: 11 current Lottomatica members and two nominated by Blackstone. Laurence Van Lancker continues as chief financial officer and deputy chief executive, with Cirsa chief executive Antonio Hostench and Cirsa chief financial officer Antonio Grau retained in the structure.
Synergies and shareholder returns
The companies expect annual pre-tax cash synergies of €115 million, delivered by the third full financial year after closing. Growth and shareholder distributions are guided in line with Lottomatica’s stand-alone case, with shareholder returns of up to €4 billion over the three years following completion, alongside a larger free float and improved liquidity in the stock.
Two distributions are attached to the transaction itself. Before the merger takes effect, Cirsa will pay its shareholders a special dividend of €262 million, or €1.56 per Cirsa share. After completion, and once corporate and regulatory formalities are done, Lottomatica’s board will put a €744 million capital distribution to shareholders of the combined company. That can take the form of a special dividend, a partial voluntary tender offer for treasury shares, or a mix of the two, decided at the time.
Blackstone’s position
Blackstone is converting its Cirsa stake into shares of the listed Italian group. The private equity firm bought Cirsa from founder Manuel Lao Hernandez in 2018 and returned it to the public market with a Madrid listing in 2025. A 24% holding makes it the reference shareholder in a company it does not control outright, with two board seats out of 13.
“This transaction reflects the significant progress Cirsa has made in recent years and brings together two highly complementary companies, united by shared values, strong brands, and a commitment to innovation,” said Lionel Assant, global co-chief investment officer at Blackstone and deputy chairman of Cirsa’s board.
Assant added that the merger creates one of the world’s leading listed gaming platforms, with greater scale, broader geographic diversification and expanded capabilities.
Consolidation at the top of the market
The deal comes in a year that has already changed the ownership of large listed operators. Caesars Entertainment shareholders are due to vote on 22 September on the $17.6 billion Fertitta take-private, a transaction that would remove one of the sector’s largest names from public markets entirely. Lottomatica and Cirsa are moving the other way, using scale to argue the case for staying listed.
The commercial logic rests on limited overlap. Lottomatica’s revenue is concentrated in Italy across online, retail betting and gaming machines. Cirsa’s mix is weighted toward casinos and slot halls in Spain and Latin America, with a smaller online arm. Neither business depends on the other’s core market, which reduces the competition risk in the two jurisdictions that matter most but also limits the cost base available to strip out. The €115 million synergy target is modest against combined revenue of more than €4.4 billion.
What happens next
The merger is expected to close in the second quarter of 2027. It requires approval from both sets of shareholders and clearance from competition and gaming regulators in every jurisdiction where the two companies hold licences, a list that spans Italy, Spain, four Latin American markets and the trading venues in Milan and Madrid.
Italian and Spanish gaming regulators will each have to assess a change of control across a large licensed estate, and the Spanish listing admission is contingent on the merger completing. Between now and then, the exchange ratio is fixed while both share prices move, which leaves the arbitrage open for the best part of nine months.
Source: Lottomatica: ilsole24ore
