Cirsa and Lottomatica Boards Approve EUR34bn Merger Plan

Spain.- 13 October 2026 | www.zonadeazar.com The boards of Cirsa and Lottomatica have formally approved the common cross-border merger plan that will create one of the largest gaming groups operating across Europe and Latin America.

The transaction combines businesses with an estimated EUR34 billion in turnover and will now require approval from shareholders of both companies.

Lottomatica to Be the Surviving Company

Under the agreed structure, Lottomatica Group will act as the absorbing entity.

The company will retain:

  • Its current name.
  • Its registered office in Rome.
  • Its status as the listed parent company.

Cirsa will be dissolved without liquidation and will transfer all assets, rights and liabilities to Lottomatica.

Shareholder Meetings in November

Both companies will convene extraordinary general meetings towards the end of November 2026.

Shareholders will vote on the merger plan and the related corporate resolutions required to complete the transaction.

Exchange Ratio

Cirsa shareholders will receive 0.668 newly issued Lottomatica ordinary shares for every Cirsa share held.

There will be no cash component as part of the exchange consideration.

New Ownership Structure

Following completion:

  • Existing Lottomatica shareholders will own approximately 67.5% of the combined company.
  • Cirsa shareholders will own approximately 32.5%.

The structure will consolidate both businesses under a single listed parent company.

Blackstone to Become Largest Individual Shareholder

Blackstone, currently Cirsa’s majority shareholder, will become the largest individual shareholder in the combined group.

The investment firm is expected to hold approximately 24% of Lottomatica’s share capital after completion.

Dual Market Presence

Lottomatica will remain listed on Euronext Milan.

It will also apply for admission of its shares to trading on the stock exchanges of:

  • Madrid.
  • Barcelona.
  • Bilbao.
  • Valencia.

Spanish trading would take place through the SIBE interconnected market system.

Cirsa Extraordinary Dividend

Before the merger becomes effective, Cirsa will distribute an extraordinary dividend of EUR1.56 per share to shareholders.

The total capital distribution is expected to amount to approximately EUR262 million.

Further Pre-Closing Distributions

Subject to the relevant approvals, the companies also expect that by 30 June 2027:

  • Lottomatica may distribute up to EUR130 million.
  • Cirsa may distribute up to EUR100 million.

Both distributions would be linked to the 2026 financial year.

EUR744 Million Post-Merger Distribution

Lottomatica’s board also intends to propose a capital distribution of EUR744 million after completion.

This could be structured through a special dividend, a partial voluntary tender offer for the company’s own shares, or a combination of both.

Executive Continuity

The merger plan provides for continuity across the senior management team.

Guglielmo Angelozzi will remain Chairman and CEO of Lottomatica, while Laurence Van Lancker will continue as Deputy CEO and CFO.

At Cirsa, Antonio Hostench Feu will continue leading the business division, supported by Antonio Grau Folguera as CFO of that operation.

Expanded Board

Lottomatica’s Board of Directors will expand from 11 to 13 members.

Blackstone will have the right to nominate two directors to the enlarged board.

Regulatory Approvals

The companies have already initiated antitrust and foreign investment notifications.

Relevant authorities include regulators in:

  • Italy.
  • Spain.
  • Mexico.
  • Morocco.
  • European Union.

Q2 2027 Completion Target

The companies expect the merger to become effective during the second quarter of 2027.

Completion remains subject to shareholder approval, regulatory clearances and the required corporate registrations.

Next Steps or Impact

Board approval turns the transaction originally announced in September into a formal corporate merger proposal.

The next major milestone will be the shareholder votes scheduled for November.

If completed, the combination will bring together Lottomatica’s strong Italian position with Cirsa’s international footprint across Europe and Latin America, creating a group with greater scale, geographic diversification and financial capacity.

Editó: @fonta

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