Cirsa and Italy's Lottomatica announce their merger

The Italian company Lottomatica has announced the absorption by merger of the Spanish company Cirsa in a lightning operation with which they aspire to create the second largest company in the industry worldwide – according to their own calculations – and, surely, the first in both Italy and Spain, since both were leaders in their respective markets. The combined business is around 34,000 million euros, with revenues of more than 2,200 million euros each and a joint gross profit that will exceed 2,000 million.

It is an intra-community cross-border merger by absorption, accepted by Cirsa and its majority shareholder, LHMC Midco – controlled by funds managed by Blackstone. Under it, "Cirsa will cease to exist as an independent legal entity, without undergoing any liquidation process", while Lottomatica will continue to exist as a resulting company. The head office will be in Rome and the secondary one in Terrassa (Barcelona), where Cirsa has its headquarters.

The Trade-In Equation and Valuation

Cirsa shareholders will receive 0.668 new Lottomatica shares for each share they hold, which will give Cirsa's current capital as a whole around 32.5% of Lottomatica's capital once the merger takes effect. With Tuesday's prices (24.77 euros for the Italian and 13.64 for the Spanish), the operation implies a premium of 21% and a valuation of around 2,780 million euros, well above the 15 euros at which Cirsa debuted on the Spanish stock exchange in July 2025.

Blackstone will remain the largest shareholder in the combined company, holding 24% of the capital. The board of directors will have 13 members: eleven from Lottomatica and two nominated by Blackstone.

Dividends and synergies

Prior to the merger, Cirsa will distribute an extraordinary dividend of around €262 million against the share premium. In addition, Lottomatica's board plans to submit for approval a capital distribution of €744 million – through an extraordinary dividend, share buyback or a combination of both – so that, between one distribution and the other, shareholders will receive more than €1,000 million thanks to the operation. Both companies are confident of generating synergies of €115 million per year.

Lottomatica's shares will continue to be listed on Euronext Milan (Borsa Italiana) and will begin trading on the Spanish Stock Exchanges after the merger.

Calendar and conditions

The effectiveness of the transaction is subject to several conditions precedent, including approval by the general meetings of both companies, obtaining regulatory authorizations and that the percentage of Cirsa shareholders exercising the right of disposal does not exceed 5%. The merger is expected to be effective in the second quarter of 2027.