Lottomatica and CIRSA Boards Approve Plan to Merge, With CIRSA Absorbed Into Lottomatica Group
Lottomatica Group and CIRSA Enterprises have both secured board approval for the common merger plan that will combine the two gaming groups. The move takes the combination first announced in September from intention into a binding framework.
Under the plan, CIRSA will be absorbed into Lottomatica through a cross-border merger by absorption. Lottomatica remains as the single surviving listed entity.
The plan locks in the terms shareholders and operators have been waiting on: the exchange ratio, the dividends, the cash exit route for dissenting holders, and a completion date in the second quarter of 2027. An independent expert has also issued a report confirming the exchange ratio is fair, one of the required steps under Italian and Spanish law.
How the Lottomatica and CIRSA share exchange is structured
Each CIRSA ordinary share held on the effective date will convert into 0.668 newly issued Lottomatica ordinary shares, with no cash component. Lottomatica, as the absorbing company, takes on all of CIRSA’s assets, liabilities and legal relationships, and CIRSA ceases to exist as a separate legal entity without any liquidation process.
CIRSA will also distribute an extraordinary dividend of Euro 1.56 per share before the merger takes effect, around Euro 262 million in total.
Both companies’ shareholders are expected to receive 2026 dividends by 30 June 2027 as well, estimated at up to Euro 130 million for Lottomatica holders and up to Euro 100 million for CIRSA holders, subject to the required legal and corporate conditions.
What the independent expert report confirms for the merger
BDO Auditores, appointed as independent expert by the Commercial Registry of Barcelona, issued its report confirming the fairness of the exchange ratio and the adequacy of the cash exit right consideration.
That report is a required step under Italian and Spanish law and gives both boards external validation of the terms.
Shareholders who do not support the plan have a statutory cash exit right under Spanish law at Euro 13.20 per CIRSA share, less any dividends and distributions paid before the effective date. The merger is conditional on these exits staying within a limit: shares subject to the exit right must not exceed 5% of CIRSA’s issued shares at the date of its shareholders’ meeting.
What the combined Lottomatica and CIRSA group looks like
The operator read here is about scale and reach rather than overlap. Lottomatica brings an online-led position in Italy, with approximately Euro 45 billion of bets and Euro 2.3 billion of consolidated revenues in FY2025, more than 2.2 million online customers and around 17,400 points of sale.
CIRSA brings a land-based footprint across 11 countries: around 450 casinos, more than 85,000 gaming machines and roughly 2,300 sports betting points, plus online licences across Spain, Italy, Portugal and several Latin American markets.
Together, the combined group spans online and land-based gaming across Southern Europe and Latin America under one listed structure. Lottomatica keeps its registered office in Rome and its corporate name. Its shares stay on Euronext Milan and will also be admitted to the Spanish exchanges in Madrid, Barcelona, Bilbao and Valencia after completion.
Who will lead the combined Lottomatica and CIRSA group
Guglielmo Angelozzi will continue as Chairman and CEO of the combined group, with Laurence Van Lancker as Deputy CEO and CFO. On the CIRSA side, Antonio Hostench Feu stays as CEO and Antonio Grau Folguera as CFO of the CIRSA business.
Blackstone, CIRSA’s reference shareholder, will be entitled to designate two members of Lottomatica’s board, which grows from 11 to 13 members.
The companies have also confirmed a planned post-merger capital return of Euro 744 million. Lottomatica’s board intends to propose it through a special dividend, a voluntary partial tender offer for treasury shares, or a combination of the two, once the relevant formalities are complete.
The shareholder votes and regulatory clearances ahead for the merger
Shareholder meetings at both companies are expected to be held by the end of November 2026. The effective date is expected ten business days after registration of the merger deed with the Companies’ Register of Rome, and in any case no later than 10 December 2027, with overall effectiveness targeted for Q2 2027.
The companies have completed their regulatory filings. These include antitrust submissions with the AGCM in Italy, the CNMC in Spain, and the competition authorities in Mexico and Morocco, foreign direct investment filings in Italy and Spain, and a Foreign Subsidies Regulation filing with the European Commission.
The companies note there is no certainty the merger will complete in the manner or timeframe described, which keeps the dividends, capital return and listing plans as intended steps pending those approvals.
What does the Lottomatica and CIRSA merger mean for the gaming market?
For the wider industry, the board approval turns a headline ambition into a documented plan with a fairness report, a fixed ratio and filed clearances behind it.
If it completes on the expected timeline, it creates a single operator with real weight in both online and land-based gaming across multiple regulated markets. That is the kind of scale smaller operators and suppliers will have to plan around.
The remaining variables are the shareholder votes and regulatory sign-off. Until those land, the most useful way to read this is as a strong framework moving steadily toward completion.
Source: Lottomatica Group
