Lottomatica and Blackstone-backed CIRSA have agreed to an all-share combination that would create the world’s second-largest listed gaming and sports betting operator, with approximately €2 billion in pro forma Adjusted EBITDA.
The transaction will be structured as an EU cross-border statutory merger in which CIRSA will be absorbed by Lottomatica. Lottomatica will remain the surviving company, and CIRSA shareholders will receive newly issued Lottomatica shares.
The combined business would hold leading positions in Italy and Spain and nine market leadership positions overall across a combined addressable market estimated at €34 billion.
Lottomatica and CIRSA expect approximately €115 million in annual pre-tax cash synergies from operating expense and interest savings by the third full year following completion.
The companies also expect the combination to accelerate CIRSA’s online expansion by applying Lottomatica’s digital and omnichannel capabilities.
Under the agreed exchange ratio, CIRSA shareholders will receive 0.668 newly issued Lottomatica shares for each CIRSA share.
Existing Lottomatica shareholders are expected to own approximately 67.5% of the combined company, with CIRSA shareholders owning approximately 32.5%. Blackstone is expected to become the largest individual shareholder with approximately 24%.
Before the merger becomes effective, CIRSA plans to distribute a €262 million extraordinary dividend, equivalent to €1.56 per CIRSA share.
Following completion, Lottomatica’s board intends to propose an additional €744 million capital return through a special dividend, voluntary partial tender offer or a combination of the two.
The combined company expects to have capacity for up to €4 billion in capital returns over the three years following completion, subject to board proposals and shareholder approvals.
The combined business will retain the Lottomatica name, headquarters and tax domicile in Rome, with CIRSA maintaining secondary headquarters in the Barcelona area.
Guglielmo Angelozzi will serve as Chairman and CEO of the combined company, with Laurence Van Lancker serving as CFO and Deputy CEO. Antonio Hostench will remain CEO of CIRSA, while Antonio Grau will remain CIRSA’s CFO. Blackstone will be entitled to designate two members of the combined 13-member board, subject to shareholder approval.
The transaction requires shareholder and regulatory approvals, including FDI, antitrust, FSR and gaming clearances. Completion is expected in Q2 2027.
KEY QUOTES:
“With the combination of Lottomatica and CIRSA, two extremely successful companies, we create the undisputed leader in Italy and Spain, among the best gaming markets globally, complemented by leadership positions in other very high growth geographies. More avenues of growth especially in online, same level of capital returns but with increased resiliency, low execution risk: this is a solid recipe and we look forward to working with Antonio and his team to continue to deliver growth and superior returns to our shareholders in the long term.”
Guglielmo Angelozzi, Chairman and CEO of Lottomatica
“The merger of Lottomatica and CIRSA brings together two outstanding businesses, each with deep expertise, distinctive capabilities and a successful track record of growth and execution. We see a compelling opportunity to build on the strengths of both organisations, creating a stronger and more diversified platform with greater scale and enhanced capabilities to accelerate growth and value creation.”
Laurence Van Lancker, Deputy CEO and CFO of Lottomatica
“I am delighted to embark on this exciting journey together. The combination of CIRSA and Lottomatica creates a world-class diversified gaming leader with leading positions across its core markets and significant opportunities to accelerate profitable growth. The CIRSA team is fully committed to the success of this transaction and looks forward to working alongside our colleagues at Lottomatica to unlock its full potential and build an even stronger business.”
Antonio Hostench, CEO of CIRSA
“This transaction reflects the significant progress CIRSA has made in recent years and brings together two highly complementary businesses with shared values, strong brands and a commitment to innovation. The merger of CIRSA and Lottomatica will create one of the world’s leading listed gaming platforms, benefiting from greater scale, broader geographic diversification and enhanced capabilities.”
Lionel Assant, Global Co-Chief Investment Officer of Blackstone and CIRSA Board Vice Chairman
