Lottomatica and CIRSA approve their merger: 0.668 shares for each CIRSA share and listing on the Spanish Stock Exchange
Shareholders' meetings will vote at the end of November and the operation would close in the second quarter of 2027.
The boards of directors of Lottomatica Group, Italy's leading gaming operator, and CIRSA Enterprises approved the joint merger project on October 8. The document sets out the terms of the operation that the two companies announced on September 2: Lottomatica will absorb CIRSA, which will disappear as an independent company through its dissolution without liquidation.
The resulting group will retain the Lottomatica name and its headquarters in Rome, and will assume all of CIRSA's assets, liabilities and legal relationships.
The exchange: 0.668 shares
For each CIRSA share, its shareholders will receive 0.668 new shares of Lottomatica, without any cash payment. BDO Auditores, the independent expert appointed by the Barcelona Mercantile Registry, has confirmed in its report that the exchange ratio is reasonable.
Lottomatica's shares will continue to be listed on Euronext Milan and, when the merger is completed and authorizations are obtained, they will also be listed on the Madrid, Barcelona, Bilbao and Valencia Stock Exchanges.
Dividends before and after the merger
Before the merger, CIRSA will distribute an extraordinary dividend of €1.56 per share, around €262 million. In addition, it is expected that, by 30 June 2027 at the latest, shareholders will receive dividends for 2026: up to €130 million for Lottomatica and up to €100 million for CIRSA. If these dividends are not paid before the merger becomes effective, CIRSA's dividend will increase and Lottomatica will then propose equivalent distributions.
Once the merger is completed, Lottomatica's board will propose to its shareholders to distribute €744 million, through a special dividend, an offer to buy back own shares or a combination of both.
Exit for shareholders who vote against
CIRSA shareholders who vote against at the meeting will be able to sell their shares for €13.20 each, minus any dividends and distributions paid before the merger. The operation will only go ahead if those exercising this right do not exceed 5% of CIRSA's shares.
Who will lead the new group
Guglielmo Angelozzi will continue as president and CEO of Lottomatica, and Laurence Van Lancker as vice president and chief financial officer. In the CIRSA business, Antonio Hostench Feu will continue as CEO and Antonio Grau Folguera as chief financial officer.
Blackstone, CIRSA's reference shareholder, will be able to appoint two directors, and Lottomatica's board will increase from 11 to 13 members.
Authorizations and Schedule
The companies have already submitted all the necessary applications: those for competition in Italy, Spain, Mexico and Morocco, those for foreign investment in Italy and Spain, and the European Commission on foreign subsidies.
The shareholders' meetings of the two companies are expected to be held at the end of November 2026. The merger would be effective in the second quarter of 2027, and at the latest on December 10, 2027.
Two giants of the game
Lottomatica recorded around €45 billion in bets and €2.3 billion in revenue in 2025. It has around 2,600 employees, more than 2.2 million online customers and around 17,400 points of sale.
CIRSA is present in 11 countries, with about 450 casinos, more than 85,000 gaming machines and about 2,300 sports betting points, and has online gambling licenses in Spain, Italy, Portugal and five Latin American countries.
Infoplay has closely followed the operation, from UBS's entry into CIRSA's significant shareholding to the commitment to maintain the Terrassa headquarters.
