Lottomatica goes ahead with merger with Cirsa. The world’s second-largest gaming and betting giant is born
This will create the world’s second-largest publicly listed gaming and sports betting operator, with a pro forma adjusted EBITDA of around 2 billion euros. The company will retain its current name, Lottomatica. Blackstone, the Spanish company’s main shareholder, will hold approximately 24 per cent of the shares. The company will be dual-listed in Milan and Madrid.
The boards of directors of Lottomatica – listed on Euronext Milan and the leading operator in the Italian gaming market – and the Spanish company Cirsa Enterprises have reached an agreement for a merger by absorption, based entirely on a share swap, between Lottomatica, Cirsa and its majority shareholder Blackstone.
The proposed combination will be implemented through a cross-border merger by incorporation of Cirsa into Lottomatica, as a result of which Cirsa will cease to exist as a separate legal entity, and Lottomatica will continue as the merged company.
The transaction will create the world’s second-largest publicly listed operator in the gaming and sports betting sector, with a pro forma adjusted EBITDA of approximately 2 billion euros. Pre-tax cash synergies of €115 million per annum are forecast, with these expected to be realised by the end of the third full financial year following the completion of the transaction. Overall growth and distributions to shareholders are estimated to be in line with Lottomatica’s stand-alone scenario, with shareholder returns of up to €4 billion in the three years following completion, as well as a larger pro forma free float and greater liquidity of the share.
The current company name, Lottomatica, will be retained, with its registered office in Rome and a secondary office for Cirsa in the province of Barcelona, Spain, where its current headquarters are located. Lottomatica shares, including the newly issued shares to be allocated to Cirsa shareholders, will remain listed on Euronext Milan and, upon completion of the transaction, will also be admitted to trading on the Spanish stock exchanges.
Cirsa shareholders will receive 0.668 new Lottomatica shares for each Cirsa share held. Cirsa’s pro forma implied value, before synergies, reflects a 2026E EV/EBITDA multiple of approximately 6x. The completion of the proposed combination is expected in the second quarter of 2027.
Prior to the merger taking effect, Cirsa will distribute an extraordinary dividend of €262 million (€1.56 per CirsaA share) to its shareholders. Furthermore, once all the relevant corporate and/or regulatory formalities have been completed, Lottomatica’s Board of Directors will submit for approval by the shareholders of the combined company a capital distribution of €744 million, to be implemented through the distribution of a special dividend, a voluntary partial public takeover offer for its own shares, or a combination of both alternatives, as will be determined in due course.
