Lottomatica-Cirsa: Boards of Directors approve 34 billion merger. Shareholders to receive a 4 billion dividend over three years
The merger will create the world’s second-largest listed operator in the sector, with an adjusted EBITDA of around 2 billion. The agreed exchange ratio provides for the allocation of 0.668 newly issued Lottomatica ordinary shares for each Cirsa ordinary share, with no cash component. Angelozzi remains CEO. Lottomatica is also listed on the Spanish stock exchanges. The transaction is expected to be completed by mid-2027.
The boards of directors of Lottomatica and the Spanish company Cirsa have given the go-ahead to the joint plan setting out the terms and conditions of their cross-border merger, creating a gaming industry giant with a total enterprise value of 34 billion euros.
Finalising the merger
It is estimated that dividends totalling up to 4 billion euros will be paid to shareholders over the three-year period following the completion of the merger. Under the terms of the transaction – which was announced in early September – Cirsa will be merged into Lottomatica (the surviving company) and will cease to exist as a separate legal entity through dissolution without liquidation. Lottomatica will acquire all of Cirsa’s assets and assume all its liabilities and legal obligations. The merger of Cirsa into Lottomatica will create the world’s second-largest listed operator in the gaming and sports betting sector, with an adjusted EBITDA of approximately €2 billion.
The agreed exchange ratio provides for the allocation of 0.668 newly issued Lottomatica ordinary shares for each Cirsa ordinary share, with no cash component. Based on this ratio, the shares representing 100 per cent of Cirsa’s current share capital would constitute approximately 32.5 per cent of Lottomatica’s share capital once the merger takes effect. Blackstone is expected to become the largest shareholder in the new company, holding approximately 24 per cent of the share capital.
Before the merger takes effect, Cirsa will distribute a special dividend of €1.56 per share (approximately €262 million) to its shareholders. Furthermore, it is envisaged that the shareholders of both companies will receive – by 30 June 2027 and subject to the necessary corporate and legal approvals – dividends or interim dividends in respect of the 2026 financial year, amounting to up to €130 million for Lottomatica and up to €100 million for Cirsa.
Should the dividends not be paid prior to the merger taking effect, Cirsa’s special dividend will be increased and Lottomatica’s Board of Directors will subsequently propose post-merger dividends to compensate shareholders with equivalent distributions. Furthermore, once the corporate and regulatory formalities have been completed, Lottomatica’s Board of Directors intends to propose to the shareholders’ meeting a capital distribution of €744 million, to be implemented through an extraordinary dividend, a voluntary partial public takeover bid for own shares, or a combination of both mechanisms.
Headquarters and governance
Following the merger, Lottomatica will retain its registered office in Rome and its current company name. Guglielmo Angelozzi will continue to serve as Chairman of the Board of Directors and Chief Executive Officer, whilst Laurence Van Lancker will remain Deputy Chief Executive Officer and Chief Financial Officer. Meanwhile, Antonio Hostench Feu will continue to serve as Chief Executive Officer of Cirsa’s operations and Antonio Grau Folguera will remain Chief Financial Officer of those operations. Furthermore, Blackstone – as a key shareholder in Cirsa – will have the right to appoint two members to Lottomatica’s board of directors, the composition of which will increase from 11 to 13 members.
