Lottomatica Group has notified Borsa Italiana of its intention to combine with Spanish rival CIRSA Enterprises through an all-share transaction that will create the world’s second-largest listed gaming and sports betting company, trailing only FanDuel owner Flutter.
Under the terms disclosed to Milan investors, CIRSA shareholders will receive 0.668 newly issued Lottomatica shares for each CIRSA share held, giving them approximately 32.5% of the combined company while existing Lottomatica investors retain the remaining 67.5%.
The exchange ratio values CIRSA’s shares at €16.55 ($19.16) each, a premium of just over 21% based on Tuesday’s closing prices, according to Reuters. Italian analysts have placed a corporate valuation on CIRSA in the range of €2.8 billion to €3 billion ($3.24 billion to $3.47 billion).
The combined entity will keep the Lottomatica name and be led by the Italian firm’s current chairman and chief executive, Guglielmo Angelozzi. The new board will comprise 13 directors: Lottomatica’s existing 11 members plus two additional directors nominated by Blackstone.
Blackstone to remain top shareholder
Blackstone, currently CIRSA’s majority shareholder with a stake of roughly 75%, has committed its support to the transaction. The US private equity fund began investing in CIRSA in 2018, building its position through subsequent transactions with the Lao Hernández family, and led CIRSA’s public listing on the Madrid Bolsa in July 2025.
Following completion, Blackstone is set to become the largest individual shareholder in the enlarged Lottomatica, with a stake of approximately 24%.
Financial terms and shareholder returns
The merger is projected to generate combined income of more than €4.4 billion ($5.09 billion) and pro-forma adjusted core profit, or EBITDA, of about €2 billion ($2.3 billion) for the 12 months ending June 30, 2026. Management expects the integration to produce approximately €115 million ($133.1 million) in annual pre-tax cash synergies by the third full year after completion.
Before the deal closes, CIRSA will distribute an extraordinary dividend of approximately €262 million ($303.3 million), equivalent to €1.56 ($1.81) per share, to its existing shareholders. Lottomatica’s board also intends to ask shareholders of the combined company to approve a further €744 million ($861.2 million) capital distribution after completion, which may take the form of an extraordinary dividend, a partial share buyback, or a combination of both.
Over the first three years following completion, management forecasts capacity for up to €4 billion ($4.63 billion) in dividends and share buybacks combined.
The proposed combination brings together Lottomatica’s Italian retail and online operations, which include the flagship Lottomatica brand alongside GoldBet and Planetwin365, with CIRSA’s Spanish casino, gaming hall, slot machine and online businesses.
CIRSA, which derives 53% of its core earnings from casinos and gambling halls, also gives the enlarged group an established base in Latin America, with operations in Colombia, Panama, Peru and Mexico, positioning the company to accelerate growth in South American markets.
“The proposed combination will create a global leading sports betting and gaming player, with number one positions in Italy and Spain,” Lottomatica said.
Speaking on a call with analysts, Angelozzi said the risks associated with the transaction were limited and that CIRSA, the market leader in Spain, did not require a turnaround.
“What you get with this deal is stable and predictable growth,” he said.
JPMorgan analysts described the transaction as strategically compelling. “Lottomatica is using its equity to acquire a lower-valued business … while retaining 67.5% of the combined entity,” the analysts wrote in a note, adding: “Having executed exceptionally well in Italy – where it is the number one in an attractive, growing market – we see Spain as a logical next leg of growth.”
Angelozzi, who at the start of 2026 told markets that Lottomatica was preparing a major move to elevate its standing among global gambling companies, had previously said that the company’s single-market focus in Italy had limited its value. The CIRSA deal fulfills his stated objective of expanding the business beyond Italy.
Market reaction and listing structure
Shares in Lottomatica fell 9.6% by 10:30 GMT on Wednesday, with some traders noting the move caught investors off guard given Lottomatica’s prior focus on a pure online strategy centered on Italy. CIRSA shares climbed 17%.
The combined group will keep its principal headquarters in Rome, with a secondary headquarters for CIRSA’s operations in the province of Barcelona. Lottomatica shares will continue trading on Euronext Milan, and the enlarged company will pursue an additional listing on the Spanish stock exchanges, effectively replacing CIRSA’s independent listing just over a year after its IPO.
The transaction is expected to become effective in the second quarter of 2027, subject to approval by both companies’ shareholder meetings and receipt of all required regulatory and competition clearances.
Evercore, PJT Partners, Deutsche Bank and Mediobanca advised Lottomatica on the deal. CIRSA was advised by Lazard.