APOLLO AND BLACKSTONE RECONFIGURE THE WORLD MAP OF GAMBLING: THE FINANCIAL KEYS TO THE TAKEOVER OF CIRSA BY LOTTOMATICA

Behind this historically significant integration is the confluence of interests of two of the most powerful venture capital firms on the planet: Apollo Global Management and Blackstone. While Apollo laid the operational and institutional foundations for the Italian operator's growth by acquiring IGT's commercial assets through Gamenet in May 2021 and overseeing its successful IPO in Milan, Blackstone capitalises on its position in the Spanish operator to complete a cross-border merger that reconfigures the international leadership of the gaming and betting sector.

At the heart of the financial design is LHMC Midco, the shell company through which the funds managed by Blackstone controlled Cirsa since its acquisition in 2018. Far from being a conventional divestment after the Spanish company's IPO on the stock markets in July 2025, the agreement stipulates the extinction of Cirsa as an independent legal entity without liquidation and its complete absorption into Lottomatica's balance sheet. In exchange, investors of the Spanish multinational receive an exchange ratio of 0.668 newly issued shares of the resulting group for each previous share, valuing Cirsa at approximately €2,780 million. This valuation incorporates a premium of 21% over its last share price of €13.64, well above the €15 set at its stock market debut. With this exchange, Blackstone retains 24% of the capital and emerges as the majority individual shareholder of the unified entity, ensuring decisive institutional influence through two reserved seats on a thirteen-member board of directors.

The economic muscle of the new combined entity will reach 34,000 million euros in joint business volume, supported by revenues that individually exceed 2,200 million euros on each side of the Mediterranean and a consolidated gross operating profit of more than 2,000 million. To seal the operation, the financial structure deploys an immediate return of liquidity of more than 1,000 million euros for shareholders, articulated through a previous extraordinary dividend of 262 million euros charged to Cirsa's share premium and a capital remuneration package of 744 million euros provided by Lottomatica through extraordinary dividends or share buybacks. With operational synergies estimated at €115 million per year, a simultaneous listing on Euronext Milan and the Spanish Stock Exchanges, and a territorial bicephaly that establishes the corporate headquarters in Rome and preserves the industrial nerve center in Terrassa, Apollo and Blackstone consecrate the birth of the world's second largest regulated entertainment giant, pending the final closure projected for the second quarter of 2027.