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Lottomatica and Cirsa Agree Merger to Create Global Betting Group

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Altay
Altay Celikkaya
Content Manager
Updated:
Reading Time: 3 minutes

Lottomatica Group and CIRSA Enterprises have agreed the framework and key terms of an all-share merger designed to create a larger international gaming and sports betting group. Announced on 2 September 2026, the proposed transaction would combine Lottomatica’s leading position in Italy with CIRSA’s scale in Spain and its operations across Latin America and other international markets.

Under the companies’ joint transaction announcement, CIRSA would be absorbed into Lottomatica through an EU cross-border statutory merger. The transaction is not complete and is expected to become effective in the second quarter of 2027, subject to shareholder votes and regulatory approvals.

Lottomatica and CIRSA logos connected on a blue and mint background representing their proposed all share merger.

Mergers & Acquisitions

Key Takeaways From the Lottomatica–CIRSA Agreement

  • The proposed all-share merger would combine the leading gambling operators in Italy and Spain.

  • CIRSA shareholders would receive 0.668 newly issued Lottomatica shares for each CIRSA share held.

  • The companies project approximately €2 billion in pro-forma adjusted EBITDA for the combined business.

  • Annual pre-tax cash synergies are estimated at approximately €115 million by the third full year after completion.

  • Blackstone would hold approximately 24% and become the largest individual shareholder without controlling a majority.

  • Completion is targeted for Q2 2027 but remains conditional on shareholder and regulatory approvals.

All-Share Structure Leaves Lottomatica as the Surviving Company

CIRSA would cease to exist as a separate legal entity. The combined business would retain the Lottomatica name, with its registered office, headquarters and tax domicile in Rome. A secondary headquarters for CIRSA’s operations would remain in Barcelona province.

Existing Lottomatica shareholders are expected to own approximately 67.5% of the enlarged company, while current CIRSA shareholders would hold around 32.5%. Blackstone, which controls CIRSA’s majority shareholder LHMC Midco, would emerge as the largest single shareholder with an estimated 24% stake. It would not own the combined group outright.

The agreement follows further acquisition activity across betting markets, including GiG’s proposed acquisition of an 80% stake in 888AFRICA, which also remains subject to final agreements and approvals. European operators have likewise pursued local scale through deals such as Fortuna Entertainment Group’s acquisition of TOPsport in Lithuania.

Italy and Spain Anchor the International Growth Strategy

Lottomatica contributes a market-leading Italian business spanning online gaming, sports betting and distributed gaming. CIRSA adds leadership in Spain alongside operations across several international markets. The companies say the combination would hold nine leading market positions and address a market worth approximately €34 billion. This would create a broader, more diversified earnings base.

Online expansion is central to the rationale. Management intends to use Lottomatica’s technology, product and omnichannel capabilities to accelerate CIRSA’s digital growth, both organically and through further acquisitions.

Diversification does not remove local compliance obligations. In Italy, the business will operate under a communications framework that includes stricter rules for safer-gambling campaigns introduced by AGCOM.

Projected Synergies Support the €2 Billion EBITDA Case

The companies estimate that the combined group would generate approximately €2 billion in pro-forma adjusted EBITDA. This company projection is based on the 12 months ended 30 June 2026 and includes €101 million of anticipated annual operating-cost synergies.

Total annual pre-tax cash synergies are projected at approximately €115 million. Around €101 million would come from operating costs, with a further €14 million expected from lower interest expenses if selected CIRSA debt is refinanced at Lottomatica’s current cost of debt. The companies expect the run-rate benefit by the end of the third full year after completion and estimate implementation costs of approximately €120 million over three years.

Capital Returns and Dual Listing Depend on Completion

Before the merger becomes effective, CIRSA plans to distribute an extraordinary dividend of €262 million, equal to €1.56 per share. After completion, Lottomatica’s board intends to seek approval for an additional €744 million capital return through an extraordinary dividend, a partial voluntary share tender or both.

Management also projects up to €4 billion in capital returns during the first three years after closing. These distributions are intentions rather than guaranteed payments and would require the relevant shareholder approvals. Pro-forma net leverage is expected to reach 2.7 times adjusted EBITDA at completion.

Lottomatica shares would remain on Euronext Milan and are expected to be admitted to Spanish exchanges following completion. The dual-listing plan contrasts with Flutter’s withdrawal from the London Stock Exchange, which left New York as Flutter’s sole trading venue.

The enlarged board would have 13 directors, including Lottomatica’s existing 11 directors and two nominees designated by Blackstone. Guglielmo Angelozzi would remain chairman and chief executive.

Completion requires approval from both shareholder meetings together with foreign investment, antitrust, EU foreign-subsidy and gaming clearances. An independent expert must also confirm the adequacy of the share-exchange ratio. Until those conditions are met, Lottomatica and CIRSA remain separate businesses and the projected financial benefits remain forward-looking estimates.