The boards of Lottomatica Group and CIRSA Enterprises have approved a common merger plan under which Lottomatica will absorb CIRSA, with the combined group targeting annual revenues exceeding €4.5 billion ($5.03 billion) and a €744 million ($831.43 million) shareholder capital return following completion.
The merger plan formalizes the proposed combination first announced on September 2, 2026. Under the terms, CIRSA will cease to exist as a separate legal entity without undergoing liquidation, while Lottomatica will remain the surviving company.
“Lottomatica, as the absorbing company, will acquire all assets and assume all liabilities and other legal relationships of CIRSA,” the announcement reads.
Under the deal, CIRSA shareholders will receive 0.668 new Lottomatica shares for each CIRSA share exchanged. Before the merger is completed, they will also receive an extraordinary dividend of €1.56 ($1.74) per share, representing a total payout of approximately €262 million ($292.79 million).
Following completion, Lottomatica intends to propose a further €744 million capital return to shareholders through a special dividend, a voluntary partial tender offer for its own shares, or a combination of the two.
The combined company is expected to generate annual revenues exceeding €4.5 billion and approximately €2 billion ($2.24 billion) in pro forma adjusted EBITDA. The companies are targeting €180 million in operating synergies, with the enlarged group aiming to become the “outright market leader” in Italy and Spain.
The combination was presented to investors as an opportunity to create a ‘global gambling second largest PLC,’ expanding Lottomatica’s international profile and strengthening its position among the world’s largest gambling groups.
The companies have identified growth opportunities in Latin America, including Mexico, Costa Rica, Panama, Colombia, Peru and Paraguay, as well as the Caribbean markets of the Dominican Republic and Puerto Rico. Morocco has also been identified as a potential growth market in North Africa.
Lottomatica has outlined potential shareholder capital returns of up to €4 billion over the three years following completion of the merger.
The enlarged group will retain its headquarters in Rome. Guglielmo Angelozzi will remain chairman and Group CEO, while Laurence Van Lancker will continue as deputy CEO and Group CFO.
Antonio Hostench and Antonio Grau will continue to lead CIRSA as chief executive and finance chief, respectively. CIRSA’s majority owner, Blackstone, will be entitled to nominate two directors, increasing Lottomatica’s board from 11 to 13 members.
The merger remains subject to regulatory approvals, including competition clearance in Italy and Spain.
Antitrust filings have been submitted to competition authorities in Italy, Spain, Mexico and Morocco. The companies have also filed notifications with the relevant Italian and Spanish authorities under foreign investment rules and notified the European Commission under the EU’s Foreign Subsidies Regulation.
Extraordinary and Ordinary Shareholders’ Meetings for both Lottomatica and CIRSA are expected to be held by the end of November 2026 to vote on the merger.