Lottomatica and CIRSA Propose Merger Targeting €34B Addressable Gaming Market
Lottomatica and Cirsa have agreed an all-share merger that would create one of the largest gaming and sports-betting companies on the planet. The Lottomatica Cirsa merger combines two market leaders into a single group with around €2bn in pro forma Adjusted EBITDA, listed in both Milan and Spain. It’s proposed, not done. But the ambition is unmistakable.
Inside the Lottomatica Cirsa Merger and the Numbers Behind It
The deal is a cross-border merger by incorporation under EU law: Cirsa folds into Lottomatica, ceases to exist as a separate legal entity, and Lottomatica continues as the combined company. Cirsa shareholders receive 0.668 new Lottomatica shares for every Cirsa share they hold. No cash changes hands for the equity.
The headline figures are large. Pro forma Adjusted EBITDA of roughly €2bn. A combined addressable market of about €34bn. Nine leadership positions across markets including Italy, Spain, and a spread of Latin American countries. Management expects around €115m in annual pre-tax cash synergies, targeted by the third full year after completion.
Once complete, current Lottomatica shareholders would hold about 67.5% of the combined company, with Cirsa shareholders holding the remaining 32.5%.
Why Blackstone’s Role Shapes This Gaming Merger
Here’s the part that separates this from the usual consolidation playbook. Blackstone, which controls Cirsa through LHMC Midco, isn’t cashing out. It’s rolling its holding into the combined group and becoming the largest single shareholder at around 24%, with two board seats and a three-month lock-up.
That structure matters. Most large gaming deals in recent years were built on debt and cash exits. An all-share merger keeps pro forma leverage moderate – around 2.7x net debt to Adjusted EBITDA at H1-2027 – and signals that a sophisticated financial owner sees more upside from staying in than from selling. For a sector where sponsors often flip assets, that’s a notable vote of confidence.
What the Combined Gaming Operator Actually Gains
The commercial logic is complementary, not overlapping. Cirsa brings depth in land-based operations: roughly 450 casinos and more than 85,000 gaming machines across ten countries, plus a sizeable betting-shop network. Lottomatica brings the online and omni-channel engine that has made it Italy’s gaming leader, with more than 2.2 million online users and around 17,400 points of sale.
The bet is that Lottomatica’s online capability can accelerate Cirsa’s digital expansion across its key markets – turning retail footprint into an online growth runway rather than treating the two as separate businesses. For operators watching from outside, this raises the competitive bar in Southern Europe and Latin America and may force rivals to reconsider their own scale.
The Regulatory Approvals the Lottomatica Cirsa Merger Still Needs
None of this is guaranteed. The synergy figures, the up-to-€4bn in shareholder returns over three years, and the growth assumptions are estimates, not commitments, and the press release says so plainly. More immediately, the merger is a proposal that still has to clear a demanding set of approvals: shareholder votes at both companies, plus foreign direct investment, antitrust, FSR and gaming authorisations across multiple jurisdictions. There’s also a cash-exit right for dissenting Cirsa shareholders at €13.20 per share, capped so that completion fails if withdrawals exceed 5% of Cirsa’s capital. Four regulatory tracks, several jurisdictions, one deadline. That’s real execution risk.
What Comes Next for the Regulated Gaming Market?
Shareholder meetings are expected by the end of 2026, with completion targeted for the second quarter of 2027. Between now and then, the industry will be watching whether the regulatory approvals land cleanly and whether the online-plus-retail thesis holds up under integration. If it closes on schedule, the combined Lottomatica would sit second only to one global gaming operator by listed EBITDA – a structural shift that could reset how mid-tier competitors think about scale across Europe and Latin America. The size of this deal makes it a benchmark; whether it becomes a template depends on execution.
Source: Lottomatica
