Lottomatica Group has told the Borsa Milan it intends to merge with and absorb CIRSA Enterprises through an all-share transaction, with CIRSA shareholders receiving 0.668 newly issued Lottomatica shares for every share held. The companies say the combination will create global gambling’s second-largest listed betting and gaming operator, with completion expected during Q2 2027 subject to shareholder and regulatory approvals.
A prospectus issued to Milan investors on Wednesday sets out Lottomatica’s plan to lead the combination, with the enlarged group continuing under the Lottomatica name as the legal entity. Italian analysts believe Lottomatica has placed a corporate valuation on CIRSA in the range of €2.8bn to €3bn (£2.3bn-£2.5bn), though the figure has not been formally confirmed by either company.
Key Financial Figures
The combined business is projected to generate more than €4.4bn in income and approximately €2bn in pro-forma adjusted EBITDA for the 12 months ending 30 June 2026. Existing Lottomatica investors will hold 67.5% of the enlarged company, with CIRSA shareholders taking the remaining 32.5% stake, a structure comparable in scale to other recent gaming-sector combinations covered in Tabcorp’s acquisition of BetMakers.
Ahead of the merger, CIRSA will distribute an extraordinary dividend of approximately €262m, equivalent to €1.56 per share, to existing shareholders. Lottomatica’s board also intends to seek shareholder approval for a further €744m capital distribution after completion, executed through an extraordinary dividend, a partial share buyback, or a combination of both. The partners expect approximately €115m in annual pre-tax cash synergies by the third full year following completion, alongside capacity for up to €4bn in dividends and buybacks over the first three years.
Business Context
Lottomatica says the deal will establish number-one positions in both Italy and Spain, pairing its dominant Italian retail and online businesses with CIRSA’s Spanish casino, gaming-hall, slot-machine and online operations. CIRSA also brings an established Latin American footprint spanning Colombia, Panama, Peru and Mexico, giving the enlarged group a platform to accelerate growth in South American markets. CIRSA’s brand and assets will be retained in its core markets even as the legal entity folds into Lottomatica, a retention structure echoed in Evolution’s merger with Galaxy Gaming.
Blackstone’s Post-Merger Position
Blackstone, CIRSA’s majority shareholder, has committed to the transaction and retains circa 75% of the Spanish group ahead of completion. The private equity fund began investing in CIRSA in 2018, building its majority stake through subsequent transactions involving the Lao Hernández family, and led CIRSA’s Madrid listing in July 2025.
Following completion, Blackstone is expected to become the largest individual shareholder in the enlarged Lottomatica, controlling approximately 24% of the group, a governance shift comparable to the shareholder realignment seen in Evolution’s mandatory offer proceedings. The new board will comprise 13 directors – Lottomatica’s existing 11 plus two nominated by Blackstone. Guglielmo Angelozzi will remain chairman and chief executive, with Rome retained as principal headquarters alongside a secondary CIRSA operations base in the province of Barcelona.
Lottomatica shares will continue trading on Euronext Milan, while the enlarged company pursues an additional listing across the Spanish stock exchanges – effectively ending CIRSA’s independent market run little more than a year after its IPO. The transaction remains subject to approval by both companies’ shareholder meetings and all required regulatory and competition clearances before its expected Q2 2027 effective date.
Renata Kovacs has spent the better part of a decade following the regulatory shifts and licensing battles that define how gambling markets open, close, and evolve across Europe and beyond. She came up through the legal and compliance side of the industry before shifting her focus to journalism and analysis, giving her a perspective that sits closer to the operator room than the press box. Her coverage tends to cut through the noise and get straight to what a regulatory change actually means for the businesses and players involved.