The CIRSA Lottomatica merger will go to a vote of CIRSA Enterprises shareholders at an extraordinary general meeting on 30 November 2026, five days later than first planned, according to a notice CIRSA published on 28 October through Spain’s National Securities Market Commission (CNMV).
The meeting is called for 11:30 at the Hotel Eurostars Don Cándido in Terrassa, near Barcelona, with a second call on 1 December if the quorum is not met. The original dates were 25 and 26 November. CIRSA said the new timetable follows the publication on 26 and 27 October in the Official Gazette of the Commercial Registry (BORME) confirming that the merger documents had been posted on its website, as required by Royal Decree-law 5/2023.
What CIRSA shareholders vote on
The agenda has 5 items. The first is the cross-border merger by absorption of CIRSA into Lottomatica, under the common merger plan the two boards signed on 8 October. CIRSA will be dissolved without liquidation and all its assets and liabilities will pass to Lottomatica.
Shareholders will also vote on an extraordinary dividend of €1.56 per share, charged to the share premium. On CIRSA’s 167,992,667 shares in issue, that comes to about €262m. A third item asks for a one-year authorisation to pay further cash distributions of up to €100m. The fourth covers the transfer of CIRSA assets, businesses and staff to wholly owned subsidiaries and the financing for the payouts. The board recommends a vote in favour of every item.
The merger terms were first set out when the boards adopted the plan, covered in Lottomatica CIRSA merger: €744m payout planned.
Exchange ratio and the €13.20 exit price
CIRSA shareholders will receive 0.668 new Lottomatica shares for each CIRSA share on the effective date, according to the notice. Fractions will be sold at market value and paid in cash. Lottomatica currently has 251,630,412 shares in issue.
Shareholders who vote against the merger can sell their shares for €13.20 each in cash, the average CIRSA trading price on the Spanish exchanges from 2 June to 1 September 2026. They must notify CIRSA within 20 calendar days of the meeting. The price will be cut euro for euro by any dividend they receive before payment, which is due within two months of the effective date. The merger cannot close if this right is used for more than 5% of CIRSA’s shares.
Conditions for the Lottomatica merger
Completion also needs competition, foreign investment and gaming approvals, clearance under the EU Foreign Subsidies Regulation (EU) 2022/2560, and the approval of Lottomatica’s own shareholders. Lottomatica’s shareholders must also add 2 board seats for Michele Rabà and Miguel García Gómez. The new Lottomatica shares must be listed on Euronext Milan and on the Madrid, Barcelona, Bilbao and Valencia stock exchanges, with full fungibility between the 2 markets. The two companies first announced the all-share merger in September.
The merger will not use Spain’s special tax regime for mergers, so any taxable gain from the transfer of CIRSA’s assets falls under general Spanish corporate income tax. CIRSA said it does not expect the deal to bring substantial changes to employment at either company.
Next steps
Shareholders need at least 500 shares to attend and must have their shares registered by 25 November. The meeting will be held in person only. Remote votes and proxies are accepted until midnight on 29 November. Shareholders holding at least 3% of the capital can table proposed resolutions within 5 days of the notice. Lottomatica will hold its own extraordinary meeting to approve the plan and the share issue.
Source: CIRSA Enterprises
