The boards of directors of Lottomatica and Spain’s Cirsa have approved the joint cross-border merger plan. The operation aims to create a gaming and betting group with an overall corporate value of approximately 34 billion euros. The merger was announced at the beginning of September and now enters a new phase. The completion of the transaction is expected for the second quarter of 2027, after the necessary corporate and regulatory steps. With the integration, Cirsa will be incorporated into Lottomatica and will cease to exist as an autonomous legal entity. Lottomatica will acquire all the assets of the Spanish company and assume its liabilities and legal relationships.
The new Lottomatica-Cirsa group
The merger will create the second-largest listed operator in the world in the gaming and sports betting sector. The group will have an adjusted Ebitda of approximately 2 billion euros. The registered office will remain in Rome and the company will retain the Lottomatica name.
The exchange ratio provides for the assignment of 0.668 newly issued Lottomatica ordinary shares for each Cirsa ordinary share. There is no cash component. Based on this ratio, Cirsa’s current shareholders will hold approximately 32.5% of Lottomatica’s capital following the effectiveness of the merger.
Blackstone first shareholder
After the operation, Blackstone should become the largest shareholder of the new Lottomatica, with a share of approximately 24% of the share capital. As a key shareholder of Cirsa, Blackstone will also have the right to appoint two members of Lottomatica’s board of directors.
The composition of the board will thus go from 11 to 13 members. On the governance front, Guglielmo Angelozzi will continue to hold the position of chairman of the board of directors and chief executive officer. Laurence Van Lancker will remain deputy CEO and CFO. Antonio Hostench Feu will continue to lead Cirsa’s activities, while Antonio Grau Folguera will remain CFO of the same activities.
Dividends and distributions to shareholders
Estimates indicate a possible distribution of dividends to shareholders of up to 4 billion euros in the three years following the completion of the merger. Before the operation becomes effective, Cirsa will distribute an extraordinary dividend of 1.56 euros per share to its shareholders, for a total of approximately 262 million euros.
Furthermore, dividends or advances on dividends relating to the 2026 financial year are expected by 30 June 2027 and subject to the required approvals. The amounts may reach up to 130 million euros for Lottomatica and up to 100 million euros for Cirsa.
Once the formalities of the agreement have been completed, Lottomatica’s board of directors intends to propose a capital distribution of 744 million euros, through an extraordinary dividend, a voluntary partial public takeover offer on treasury shares or a combination of the two solutions.
Cirsa shareholders opposed to the merger plan will be able to exercise their right of withdrawal. In this case, a cash consideration of 13.20 euros per Cirsa share is expected, net of any dividends or distributions paid before the operation becomes effective. The merger is subject to the condition that the shareholders exercising the withdrawal do not exceed 5% of the total issued and outstanding shares of the Spanish company.
The next steps
The common merger plan will be filed with the Rome Company Register and is available on the Lottomatica and Cirsa websites. The shareholders’ meetings of the two companies are expected to be convened by the end of November 2026. The merger is expected to be completed in the second quarter of 2027, following the required authorizations and formalities.
