Lottomatica and CIRSA Agree Merger Plan for 2027

Lottomatica Group and CIRSA Enterprises have signed a formal merger plan setting out the terms for the Spanish gaming operator to merge into its Italian counterpart. The transaction, first announced in September, was confirmed by both companies in a joint statement on October 8, with the aim of strengthening their international gambling and sports betting businesses.

Under the proposed structure, CIRSA will be absorbed into Lottomatica and cease to exist as a separate legal entity once the merger takes effect. Lottomatica will remain the surviving company, assuming CIRSA’s assets, liabilities and legal relationships.

The deal will use a share exchange, granting CIRSA shareholders 0.668 ordinary Lottomatica shares for every CIRSA share they hold. Before the merger becomes effective, CIRSA also plans to pay an extraordinary dividend of €1.56 per share, representing approximately €262 million in total.

Lottomatica to Keep Its Name and Leadership Structure

The merged group will retain the Lottomatica name and its headquarters in Rome, Italy. Guglielmo Angelozzi will serve as Chairman and Chief Executive Officer, while Laurence Van Lancker will take the roles of Deputy CEO and Chief Financial Officer.

CIRSA’s current management team will continue overseeing its operating business. Antonio Hostench Feu will remain CEO of CIRSA’s operations and Antonio Grau Folguera will continue as its CFO.

Lottomatica’s board will expand from 11 to 13 members. Blackstone, the group’s reference shareholder, will have the voting rights needed to nominate two directors.

Lottomatica shares will continue trading on Euronext Milan. Following completion of the merger and receipt of the required authorisations, the company also intends to seek listings on the Spanish stock exchanges in Madrid, Barcelona, Bilbao and Valencia.

Proposed €744 Million Return for Shareholders

The merger plan includes a potential capital distribution of €744 million to shareholders of the combined company. The return could be delivered through a special dividend, a voluntary partial tender offer for company shares, or a combination of both approaches.

The final structure will depend on the options selected and the applicable conditions. The proposed distribution forms part of the transaction’s financial arrangements as the two businesses prepare to consolidate their operations and shareholder base.

Regulatory Reviews and Shareholder Votes Pending

Lottomatica and CIRSA have submitted the required regulatory filings to competition authorities in Italy, Spain, Mexico and Morocco, as well as to the relevant European authorities responsible for foreign subsidies.

BDO Auditores, appointed as an independent expert by the Barcelona Commercial Registry, concluded that the proposed exchange ratio was reasonable and that the compensation offered to shareholders exercising their withdrawal rights was sufficient.

Both companies expect to convene shareholder meetings in late November 2026. The merger remains subject to corporate approvals, regulatory clearances and the fulfilment of the other conditions set out in the agreement. If these requirements are met, the transaction is expected to take effect in the second quarter of 2027.

Combined Business to Broaden International Coverage

The merger would bring together two operators with established positions in their respective markets. Lottomatica reported approximately €45 billion in betting stakes and €2.3 billion in consolidated revenue for 2025.

CIRSA holds online gaming licences in Spain, Italy, Portugal, Peru, Colombia, Panama, Paraguay and Mexico and operates across 11 countries worldwide. Its market presence would become part of Lottomatica’s broader international business following completion.

The proposed combination represents a significant consolidation move in the international gambling sector. Its ultimate impact will depend on the necessary approvals and how CIRSA’s operations are integrated into Lottomatica after the merger.