Lottomatica and CIRSA Agree All-Share Merger, With a €13.20 Exit Price for Dissenting CIRSA Holders

Lottomatica Group, listed on Euronext Milan, and CIRSA, listed on the Spanish stock exchanges, signed a binding merger agreement on 2 September 2026. CIRSA will be absorbed into Lottomatica through an EU cross-border statutory merger, and CIRSA shareholders will receive newly issued Lottomatica shares. CIRSA disclosed the agreement to the Spanish market regulator as inside information the same day.

The companies describe the result as the second-largest listed gaming and sports betting operator in the world, with pro forma Adjusted EBITDA of about €2 billion, including €101 million of run-rate operating cost synergies, and number one positions in both Italy and Spain.

Lottomatica shares per CIRSA share

0.668

Cash exit price per CIRSA share

€13.20

Pro forma Adjusted EBITDA

~€2bn

The terms: shares, a €1.56 dividend and a €13.20 exit price

Each CIRSA share held on the effective date converts into 0.668 Lottomatica shares, with no cash component. Before the merger takes effect, CIRSA pays an extraordinary dividend of €1.56 per share, about €262 million, out of share premium. After completion, Lottomatica’s board intends to propose a further €744 million capital return through a special dividend, a partial tender offer, or both.

CIRSA shareholders who vote against the merger can exercise a statutory exit right under Spanish law and be paid €13.20 in cash per share, less any dividends and other distributions paid before the effective date. The notice of the extraordinary meeting sets that price as the average trading price of CIRSA shares from 2 June to 1 September 2026, the three months before the deal was announced. BDO Auditores, appointed by the Commercial Registry of Barcelona, has confirmed the fairness of the exchange ratio and the adequacy of the exit price.

On the agreed terms, the companies put CIRSA’s implied value, before synergies, at about 6x its 2026 estimated EBITDA. Current Lottomatica shareholders will own about 67.5% of the combined company and CIRSA shareholders about 32.5%. Blackstone, CIRSA’s majority shareholder through LHMC Midco, becomes the largest holder with about 24%.

Two national leaders with very different footprints

Lottomatica is the leading operator in the Italian gaming market, with about €45 billion of bets and €2.3 billion of consolidated revenue in 2025. It runs online, sports franchise and gaming franchise segments, serves more than 2.2 million online customers and distributes through about 17,400 points of sale.

CIRSA is Spain’s leading gaming company and operates in 11 countries, with around 450 casinos, more than 85,000 gaming machines and around 2,300 sports betting points. It also designs and builds gaming machines and hall management systems, and holds online licences in Spain, Italy, Portugal, Peru, Colombia, Panama, Paraguay and Mexico.

The rationale is online growth on top of a large retail base. The companies say Lottomatica’s omni-channel capabilities will accelerate CIRSA’s online expansion, organic and through acquisitions, across a combined addressable market of €34 billion with nine leadership positions in total. They expect about €115 million a year of pre-tax cash synergies from operating and interest costs by the third full year after completion.

Governance and listing

The combined company keeps the Lottomatica name and its registered office in Rome, with a secondary headquarters for CIRSA in Barcelona province. Guglielmo Angelozzi stays Chairman and CEO and Laurence Van Lancker Deputy CEO and CFO. Antonio Hostench and Antonio Grau continue as CEO and CFO of the CIRSA business. The board grows from 11 to 13 members, with two designated by Blackstone, which has agreed to a three-month lock-up after completion.

Lottomatica shares stay listed on Euronext Milan and, after completion, will also trade on the Madrid, Barcelona, Bilbao and Valencia stock exchanges.

1. 2 September 2026Binding merger agreement signed and announced.
2. 8 October 2026Boards approve the common cross-border merger plan; BDO confirms the exchange ratio and exit price.
3. 28 October 2026CIRSA formally calls its extraordinary meeting, moved from 25 November.
4. 30 November 2026CIRSA shareholders vote on the merger, the €1.56 dividend and a further distribution authority of up to €100 million.
5. Q2 2027Merger expected to take effect, and in any case by 10 December 2027.

Advisers

Evercore and PJT Partners are lead financial advisers to Lottomatica, with Deutsche Bank and Mediobanca also advising. Latham & Watkins, Paul, Weiss, Rifkind, Wharton & Garrison and Cintioli & Associati are its legal counsel. Lazard is financial adviser to CIRSA, with Uría Menéndez among its legal counsel.

What it means for gambling M&A

This is consolidation at the top of European gaming, paid in shares rather than cash, and it puts a listed multiple on a land-based heavy operator: about 6x EBITDA for CIRSA before synergies. The stated plan is to buy and build online businesses across Italy, Spain, Portugal and Latin America, which makes the combined group a natural buyer for online casino, sportsbook and B2B assets in those markets.

Smaller deals on the desk show the same pull toward scale and online reach, from LCKY Group buying RoyalCasino in Denmark to GiG’s purchase of 888AFRICA and Matchbook’s deal for Betdaq. Acquiry works with buyers looking for gambling businesses like these. See the buy-side searches we are running, or start a confidential conversation.