Lottomatica Group has moved closer to completing its merger with CIRSA after both companies approved a common merger plan setting out the key terms of the transaction.
In early September, the parties reached an agreement under which Lottomatica would acquire CIRSA. The deal will bring together two leading gaming operators in Italy and Spain, creating the second-largest publicly listed gaming company. For the 12 months ended 30 June 2026, the combined company would have generated adjusted EBITDA of approximately €2bn ($2.3bn) and revenue of more than €4.4bn ($5.1bn).
As part of the preparations for the deal, the companies completed the submission of all required documents to the relevant regulatory authorities. In particular, notifications were submitted to Italy’s Competition Authority (AGCM), Spain’s National Markets and Competition Commission (CNMC), Mexico’s National Antitrust Commission and Morocco’s Competition Council. In addition, filings under the foreign direct investment (FDI) screening procedures were submitted to the competent authorities in Italy and Spain, while a notification under the EU Foreign Subsidies Regulation (FSR) was submitted to the European Commission.
Key Terms of the Merger Agreement
Under the plan, the merger will take effect 10 business days after the merger document is registered with the Companies’ Register of Rome. The long-stop date is set for 10 December 2027. The transaction is expected to be completed in the second quarter of 2027.
As part of the transaction, Lottomatica will absorb CIRSA, which will cease to exist as a separate legal entity. All of CIRSA’s assets, liabilities and other legal relationships will transfer to Lottomatica.
Following completion, Lottomatica will retain its name and registered office in Rome. Guglielmo Angelozzi will continue as Chair and CEO, while Laurence Van Lancker will remain Deputy CEO and CFO. At CIRSA, Antonio Hostench Feu will retain his position as CEO, and Antonio Grau Folguera will continue as CFO.
Blackstone, CIRSA’s main shareholder, will be entitled to appoint two representatives to Lottomatica’s board of directors. As a result, the board will expand from 11 to 13 members.
Shareholder Structure
Each ordinary CIRSA share held by shareholders at the effective date of the merger will be exchanged for 0.668 newly issued ordinary shares in Lottomatica. No cash consideration will be paid as part of the share exchange. Before completion of the transaction, CIRSA will distribute a special dividend of €1.56 (approximately $1.81) per share. The total payout will amount to approximately €262m (around $304m).
In addition, shareholders of both companies may receive dividends or interim distributions for the 2026 financial year, subject to compliance with applicable legal requirements and the completion of the necessary corporate procedures. Lottomatica’s distributions are estimated at up to €130m (approximately $151m), while CIRSA’s are expected to reach up to €100m (around $116m).
If the dividends are not paid before the merger takes effect, CIRSA will increase the amount of its special dividend. Following the merger, Lottomatica’s board of directors will submit dividend proposals to the general meeting of shareholders for approval. This approach is intended to ensure that shareholders of both companies receive comparable dividend distributions for the 2026 financial year.
Following completion of the transaction, all Lottomatica shares, including newly issued shares, will remain listed on Euronext Milan. Subject to the necessary authorisations, they will also be admitted to trading on the Madrid, Barcelona, Bilbao and Valencia stock exchanges through Spain’s Automated Quotation System.
CIRSA shareholders who vote against the merger at the general meeting will be entitled to exercise their statutory withdrawal right under Spanish law. They will be eligible for cash compensation of €13.20 (approximately $15.31) per share, less any special or ordinary dividends and other distributions made before the merger takes effect.
However, the withdrawal right will be available only if the total number of CIRSA shares for which it is validly exercised does not exceed 5% of the company’s total issued and outstanding shares as of the date of the general meeting of shareholders.
Once all necessary corporate and regulatory requirements have been met, Lottomatica’s board intends to submit a proposal for the combined company to return €744m (approximately $864m) in capital to shareholders for approval. The funds may be distributed through a special dividend, a voluntary partial tender offer for the company’s own shares, or a combination of these mechanisms. The final structure will be determined at a later stage.
Next Steps
The merger plan has been published on the official websites of Lottomatica and CIRSA and filed with the Companies’ Register of Rome. The companies’ websites also provide access to the independent expert’s report and other documents required for the merger and for consideration by the boards of directors of both parties.
Lottomatica will convene its ordinary and extraordinary general meetings of shareholders, while CIRSA will hold an extraordinary general meeting. The meetings are expected to take place by the end of November.
The companies also announced that the Commercial Registry of Barcelona had appointed BDO Auditores SLP as an independent expert to assess the terms of the transaction. In its report, the expert confirmed that the share exchange ratio was fair and that the cash compensation offered to shareholders exercising their withdrawal rights was adequate.
The assessment was conducted in accordance with Article 22 of Italian Legislative Decree No. 19 of 2 March 2023, as amended, Article 2501-sexies of the Italian Civil Code, and Articles 6, 41 and 103.2 of Spanish Royal Decree-Law No. 5/2023 of 28 June 2023.
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