Lottomatica and CIRSA Approve Merger Plan to Create Gaming Industry Giant

Lottomatica Group and CIRSA Enterprises have signed a joint merger plan that establishes the terms of the merger of the Spanish gaming group into its Italian counterpart. The deal was revealed in September and confirmed in a joint statement on October 8 to bolster the international gambling and sports betting businesses of both firms.

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The agreement stipulates that CIRSA will be dissolved into Lottomatica, which will continue to be the legal entity. Once the liquidation has been completed, CIRSA will no longer be an independent company, and Lottomatica will take over all its assets, liabilities and legal relationships.

The transaction is based on a share exchange that will provide the CIRSA shareholders with 0.668 ordinary Lottomatica shares for each share in their portfolio. CIRSA will also be distributing an extraordinary dividend of €1.56 per share, which is equivalent to a total of around €262 million, before the merger takes effect.

Lottomatica to Retain Leadership and Corporate Identity

After the merger, the new entity will keep the same name, Lottomatica, and be headquartered in Rome (Italy). Guglielmo Angelozzi will be Chairman and Chief Executive Officer (CEO), and Laurence Van Lancker will serve as deputy CEO and CFO.

The existing management team of CIRSA will also keep their operational duties. Antonio Hostench Feu will remain CEO of CIRSA’s business operations, whereas Antonio Grau Folguera will be the CFO of CIRSA. Lottomatica’s board will increase from 11 to 13 directors, with Blackstone, the reference shareholder, getting the votes to nominate two directors.

Lottomatica’s shares will trade on Euronext Milan. Once it has been completed and received the necessary authorizations, the company will also apply to be listed on the Spanish stock exchanges in Madrid, Barcelona, Bilbao and Valencia.

Potential €744 Million Capital Return

The merger also calls for a potential €744m capital return to the shareholders of the merged entity. It may be in the form of a special dividend, a voluntary partial tendering of the company stock, or a mix of the two.

The final capital return structure will be based on the options chosen and the relevant conditions. The proposed transaction introduces a monetary aspect as companies are planning the consolidation of their operations and shareholder makeup.

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Regulatory Filings and Shareholder Approval Remain Pending

Lottomatica and CIRSA have filed all the necessary regulatory documents for the competition with the authorities in Italy, Spain, Mexico and Morocco, plus with the competent European authorities for foreign subsidies.

The proposal for the exchange ratio was reasonable, and the compensation offered to the shareholders who exercise their rights of withdrawal was sufficient, concluded BDO Auditores, who were appointed as an independent expert by the Barcelona Commercial Registry.

Both companies plan to hold shareholder meetings in late November 2026. Upon completion of the transaction, subject to corporate approvals, regulatory authorizations and to satisfaction of the rest of the conditions of the agreement, the merger is expected to become effective in the second quarter of 2027.

Combined Group to Expand International Reach

The combination of two well-known operators holding strong market positions. Lottomatica recorded approximately €45 billion in betting stakes and €2.3 billion in consolidated revenue in 2025.

CIRSA has licenses for online gaming in Spain, Italy, Portugal, Peru, Colombia, Panama, Paraguay and Mexico and is active in 11 countries around the world. It would help to unite their geographical reach within Lottomatica.

The transaction should be a significant game consolidation in the international market if it is successful. Its real effect will depend on the approval of the combined entity’s plan and on how the combined entity’s plan is implemented, as well as how CIRSA’s operations will be integrated into Lottomatica.

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Source: SBC Noticias