Lottomatica absorbs Cirsa in €2.8bn tie-up

• Lottomatica Group and Cirsa Enterprises have signed off on an all-share merger, folding Cirsa into Lottomatica to build what the companies describe as the world’s second-largest listed sports betting and gaming operator.
• Each Cirsa share converts into 0.668 Lottomatica shares, putting a roughly €2.8bn price tag on the Spanish operator and leaving Lottomatica investors with 67.5% of the merged group.
• Completion is pencilled in for Q2 2027, with Blackstone rolling its Cirsa holding into a roughly 24% stake in the enlarged company, making it the largest single shareholder.

Lottomatica Group and Cirsa Enterprises have finalised terms for an all-share combination that, the companies say, will create the world’s second-largest listed gaming and betting operator.

Both boards signed off on the deal on Wednesday, folding Cirsa into Lottomatica while keeping the Lottomatica brand for the enlarged entity. Together, the two companies report pro-forma adjusted EBITDA near €2bn for the 12 months to 30 June 2026.

How the swap works

Cirsa investors will convert their holdings into 0.668 freshly issued Lottomatica shares per share. Against Lottomatica’s €24.77 close on 1 September, that ratio prices each Cirsa share at roughly €16.55, a premium of around 21% on Cirsa’s previous trading day.

On that basis, Cirsa carries an implied valuation of about €2.8bn. Once the deal closes, Lottomatica shareholders will hold 67.5% of the combined business, with Cirsa investors taking the remaining 32.5%.

Cirsa will pay out an extraordinary €262m dividend to its shareholders, or €1.56 a share, before the merger takes effect. Lottomatica’s board has separately proposed a further €744m capital return once the deal completes, structured as an extraordinary dividend, a partial voluntary tender offer, or a mix of both.

Beyond that near-term payout, the companies say the combined group is targeting up to €4bn in total shareholder returns across the three years following completion, and roughly €115m in yearly pre-tax synergies by the third full year post-completion.

The tie-up follows Lottomatica’s prior acquisition activity in the Balkans, where it absorbed SKS365’s Serbian operations onto its own platform, and comes shortly after the group reported online revenue growth of 17% in the first quarter.

Blackstone holds the line

Blackstone built its Cirsa position gradually after first investing in 2018, buying out the founding Lao Hernández family in stages before steering the operator onto the Madrid Bolsa in July 2025.

Going into the merger, the buyout firm still holds around 75% of Cirsa; once the deal closes, that stake converts into roughly 24% of the far larger combined group, the single biggest holding in the enlarged company.

The new board will run to 13 seats: Lottomatica’s current 11 directors plus two Blackstone nominees.

Lionel Assant, global co-chief investment officer at Blackstone and vice chairman of Cirsa’s board, said:

“This transaction reflects the significant progress CIRSA has made in recent years and brings together two highly complementary businesses with shared values, strong brands and a commitment to innovation. The merger of Cirsa and Lottomatica will create one of the world’s leading listed gaming platforms, benefiting from greater scale, broader geographic diversification and enhanced capabilities.”

Betting on Iberia and Latam

The combination pairs Lottomatica’s retail and online strength in Italy with Cirsa’s casino halls, slot estate and online betting business across Spain. Cirsa also carries a Latin American footprint spanning Colombia, Panama, Peru and Mexico, handing Lottomatica a route into markets it has not previously operated in directly.

Deal talk in the Spanish gambling sector has been building for months, with rival operator Codere separately reported to be weighing a sale of its own valued above €2bn.

Guglielmo Angelozzi, chairman and chief executive of Lottomatica, will keep both titles at the merged company. He said the deal would establish the:

“Undisputed leader in Italy and Spain, among the best gaming markets globally, complemented by leadership positions in other very high growth geographies.”

Antonio Hostench, chief executive of Cirsa, called the combined group a:

“World-class diversified gaming leader with leading positions across its core markets and significant opportunities to accelerate profitable growth.”

Rome remains the group’s principal base, with a secondary Cirsa hub kept near Barcelona. Lottomatica stays listed on Euronext Milan, and the enlarged company plans an additional Spanish exchange listing, ending Cirsa’s standalone run little more than a year after its IPO.

Consolidation across European gaming has picked up pace this year, from Banijay’s takeover of Tipico to Allwyn’s €16bn merger with OPAP. Lottomatica and Cirsa still need shareholder votes at both companies and regulatory and competition clearances before the deal can close.