Cirsa acquired by LOTTOMATICA

On 2 September 2026, Italian gaming operator Lottomatica Group S.p.A. (EXM: LTMC) and Spanish gaming and betting company CIRSA Enterprises S.A. announced a definitive cross-border statutory merger by absorption. Under the terms of the transaction, CIRSA will be merged into Lottomatica and dissolved without liquidation, creating the world’s second-largest publicly listed gaming operator, generating an adjusted pro forma EBITDA of . The transaction is scheduled to close in the second quarter of 2027. The transaction is structured as an all-stock statutory merger based on an exchange ratio of 0.668 newly issued Lottomatica shares for each CIRSA share. Upon closing, existing Lottomatica shareholders will hold 67.5% of the combined entity, while CIRSA shareholders will hold 32.5%. Private equity sponsor Blackstone, which owns 78.4% of CIRSA, will roll its equity into an approximate 24% stake in Lottomatica, becoming the combined company’s largest individual shareholder with two board seats. Prior to closing, both companies will execute pre-merger capital distributions: CIRSA will pay an extraordinary dividend of €262 million (€1.56 per share), while Lottomatica plans to return €744 million to shareholders via an extraordinary dividend, a voluntary partial buyback tender offer, or a combination thereof. The combination targets €115 million in run-rate annual cash synergies by year three post-close, alongside a capital return plan of up to €4 billion over a three-year period. Closing is subject to customary gaming and antitrust regulatory clearances and a condition that dissenting shareholder withdrawal rights do not exceed 5% of outstanding share capital.