Lottomatica has put a number on the part of the Cirsa deal it left unquantified when the merger was announced. In an investor presentation dated 7 September, the Italian operator said the combined group expects between €200m and €300m of incremental online EBITDA on a run-rate basis by the third year after closing, none of it included in the €115m of annual pre-tax cash savings disclosed with the transaction on 2 September.
The deck was prepared for the roadshow that began the same day and answers the questions investors and analysts raised in the first week. Lottomatica said two topics kept coming back: what Cirsa’s markets actually look like, and how much online growth is left in them.
The terms on the table
The all-share combination announced on 2 September is an EU cross-border statutory merger, with Cirsa absorbed into Lottomatica. Cirsa shareholders receive 0.668 newly issued Lottomatica shares per Cirsa share plus a €262m pre-closing dividend, and end up with about 32.5% of the combined company. Blackstone becomes the largest single holder at roughly 24%, with two board nominations.
The combined business has last-twelve-months adjusted EBITDA of about €2bn, including €101m of run-rate operating cost savings, at an implied 6.0x 2026E EV/EBITDA for Cirsa. Pro forma net debt to adjusted EBITDA is 2.7x at H1 2027E after capital returns. Closing is expected in Q2 2027.
Where Cirsa’s earnings come from
Spain accounts for 48% of Cirsa’s 2025 EBITDA at a 39% margin. Panama contributes 11% at 44%, Colombia 10% at 47%, Peru 8% at 28%, Mexico 7% at 34% and Italy 7% at 9%. The group margin is 32% on net revenues including gaming taxes, or 45% once those taxes are stripped out. Cirsa ranks first in Spain, Panama, Colombia and Peru, and fourth in Mexico.
Its largest single Spanish position is in distributed gaming, where it holds 24% to 27% of AWP gross win, roughly four times Codere at about 8%, with some 25,000 Type B machines across about 16,500 bars and ownership of Unidesa, Spain’s largest machine manufacturer. In venues it runs 228 gaming halls and about 7,200 machines across 16 of the 17 autonomous communities, holding roughly 13% of gaming hall GGR.
Spain is where the online case is made
Sportium, Cirsa’s online brand, has around 6% of Spain’s €1.7bn onshore online market, third behind bet365 at about 30% and Entain’s bwin at about 10%. What separates it from those two is a retail base: 1,899 points of sale, 58% of monthly active registered retail clients also holding an online account, and customers using both channels generating 3.9 to 4.2 times the ARPU of online-only players. In retail betting, Sportium leads with about 20% of gross win, ahead of Codere at about 18% and Orenes-owned Versus at about 12%.
The regulatory backdrop favours that model. Spain has regulated online gaming since 2011 and has not changed GGR tax rates since 2018, and advertising restrictions limit what pure-online operators can spend to acquire players. Online grew about 15% a year between 2023 and 2026, while online GGR per player remains materially below UK and Italian levels.
Cirsa’s mix is where Lottomatica’s was in 2019
The comparison the presentation leans on is Lottomatica’s own history. Cirsa ended FY2025 with online at 14% of EBITDA on a 26% margin. Lottomatica in FY2019 had online at 19% on a 41% margin; by FY2025 online was 62% of EBITDA on a 55% margin. More than 70% of Lottomatica’s EBITDA growth over that period came from online.
Lottomatica attributes the €200m to €300m opportunity to four conditions in Cirsa’s markets: a large retail footprint and customer base, low online penetration, a fragmented competitive field, and advertising restrictions that favour operators with shops.
The Latin America question
Cirsa’s regional exposure was the other recurring concern, and the presentation spends several slides on it. Lottomatica put forecast real GDP growth across Cirsa’s Latin American markets at a weighted 3.1% CAGR for 2025-28 against 1.6% for the EU average, with government debt at 50% of GDP versus 86% for the EU and 137% for Italy, and currency depreciation against the dollar between December 2015 and December 2025 of no more than 1.7% in Panama, Colombia, Peru and Mexico.
Those markets delivered a 27.4% online GGR CAGR between 2022 and 2025 against 12.9% for the EU average, and 6.6% in retail against 1.8%. Regional EBITDA grew at a 9.7% CAGR between 2018 and 2025, reaching €334m last year. Lottomatica also said Cirsa has recorded positive year-on-year EBITDA growth in 100% of half-year periods outside Covid, against 62% to 85% for four unnamed listed peers.
Apuesta Total holds about 25% of Peru’s €0.6bn online market, where onshore revenue roughly tripled in the first full year after the February 2024 licensing launch. In Paraguay, Slots del Sol holds around 36% of the onshore online casino market.
Guidance unchanged
Lottomatica told investors its investment case does not change. The addressable market roughly doubles from about €16bn to about €34bn on a 2026E basis, adjusted EBITDA CAGR guidance for 2026-29E moves from about 9% standalone to about 10% combined, and the capital return target stays at about €12 per share over three years, worth up to €4bn across the enlarged share count rather than €2.7bn. The deal is expected to be double-digit EPS accretive on a pro forma basis for run-rate cost savings in 2028.
Guglielmo Angelozzi, Lottomatica’s chairman and chief executive, framed the deal in market terms when it was announced:
With the combination of Lottomatica and CIRSA, two extremely successful companies, we create the undisputed leader in Italy and Spain.
None of the online upside can be booked before the merger completes, and Lottomatica does not expect that until Q2 2027, leaving a run rate no earlier than 2030. Between now and then the merger needs shareholder and regulatory clearance, and Cirsa needs to keep delivering the growth record it reported through Q2 2026. The €200m to €300m is the number investors will hold the company to, and it is the one Lottomatica chose to keep out of its guidance.
Source: Lottomatica Group
