Lottomatica and CIRSA Agree €2.8B Merger to Create Global Betting Giant

ROME – Lottomatica and CIRSA agreed a €2.8 billion all-share merger that would combine two of Southern Europe’s largest gambling groups.

The transaction would create the world’s second-largest listed gaming and sports betting operator, with Blackstone set to become its biggest individual shareholder.

The companies entered into a binding merger agreement on Sept. 2 under which Spain-based CIRSA would be absorbed by Lottomatica through an EU cross-border statutory merger. The transaction remains subject to shareholder, antitrust, foreign investment and gaming regulatory approvals and is expected to become effective in the second quarter of 2027.

Lottomatica Shareholders to Control Combined Group

Under the agreed terms, CIRSA shareholders will receive 0.668 newly issued Lottomatica shares for each CIRSA share they hold. The exchange ratio values CIRSA shares at about €16.55 each, representing a premium of just over 21% to their previous closing price, according to Reuters.

Current Lottomatica investors are expected to own approximately 67.5% of the combined company, with CIRSA shareholders holding 32.5%. Blackstone, which currently controls CIRSA through its investment funds, would emerge as the largest individual shareholder with an approximately 24% stake.

The companies said in their official merger announcement that the combined business would have pro forma adjusted EBITDA of about €2 billion. Lottomatica and CIRSA also expect approximately €115 million in annual pretax cash synergies from operating and interest-cost savings by the third full year after completion.

Blackstone Becomes Largest Shareholder

The merged company would retain the Lottomatica name, with its registered headquarters and tax domicile remaining in Rome and a secondary headquarters in the Barcelona area. Shares would continue trading on Euronext Milan and would also be admitted to trading on Spanish stock exchanges following completion.

Guglielmo Angelozzi would remain chairman and chief executive of the combined company, while CIRSA CEO Antonio Hostench would continue leading the Spanish business. The board is expected to expand from Lottomatica’s current 11 directors to 13, with Blackstone entitled to designate two directors.

The deal follows CIRSA’s move into Spain’s public markets after years under Blackstone ownership. The Spanish operator has a substantial land-based and online presence across Europe and Latin America, while Lottomatica holds a leading position in Italy across online gaming, sports betting and retail gaming.

Deal Targets Q2 2027 Completion

Before the merger becomes effective, CIRSA plans to distribute an extraordinary €262 million dividend, equivalent to €1.56 per share. Following completion and required corporate formalities, Lottomatica’s board also intends to propose a €744 million capital return through a special dividend, partial tender offer or a combination of the two.

The companies said they could return up to €4 billion to shareholders during the three years following completion, subject to annual approvals. Investor reaction was mixed in early trading Wednesday, with Lottomatica shares falling sharply while CIRSA shares rose after the transaction was announced.

The next major steps are the preparation of a joint merger plan and votes by both companies’ shareholders, expected by the end of 2026. Completion will also depend on regulatory clearances and other conditions, meaning CIRSA remains a separate business until the merger formally takes effect.

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