Capula enters Cirsa and shorts Lottomatica to capture merger premium

Capula Investment Management has notified the Comisión Nacional del Mercado de Valores (CNMV) of a stake of just over 1% in Cirsa and, simultaneously, a short position of 0.5% in Lottomatica, an action announced on 11 November 2026. The stake in Cirsa is valued at approximately €30 million, while the short position on Lottomatica amounts to about €35 million.

Details of the transaction and key figures

Capula’s strategy seeks to capture the implicit premium in the exchange between Cirsa and Lottomatica. The agreed swap ratio provides that Lottomatica will deliver 0.668 newly issued shares for each Cirsa share, and includes a dividend of €1.65 per Cirsa share for the Spanish company’s shareholders. Using the quoted market prices cited in the source information, the consideration is valued at €20.78 per Cirsa share versus a market price of €20.30, leaving an approximate premium of €0.48 per share.

The declared holding in Cirsa is held by Capula Multi Strategy Master Fund, domiciled in the Cayman Islands. Capula Investment Management, founded in 2005 by Yan Huo and Masao Asai, manages around €30,000 million in assets and has expanded into corporate-arbitrage transactions alongside its traditional macro focus.

Arbitrage strategy and other market players

The operating model used by arbitrage funds is to buy Cirsa shares and sell Lottomatica shares short to capture the spread between the two prices if the deal completes as planned. Short selling involves borrowing shares to sell into the market with the expectation of repurchasing them at a lower price and returning them; profits arise from the difference between sale and repurchase prices, after costs. These strategies may use leverage, increasing both exposure and risk.

Capula is not the only fund holding short positions in Lottomatica: Citadel, Millennium and Ilex Capital Partners also appear in the same information. Not all of them have declared positions in Cirsa, likely because they do not reach the disclosure thresholds in force.

Regulation, timing and backers

The integration is supported by Blackstone, the shareholder that controls 72% of Cirsa. Lottomatica’s shareholders’ meeting is scheduled for 23 November 2026, when it must vote on the transaction. Since late October, the general disclosure threshold for holdings in Spanish companies involved in takeover offers or mergers has been 3%, but it falls to 1% when the buyer is domiciled in a territory considered a tax haven.

Capula’s filing with the Comisión Nacional del Mercado de Valores and the registration of Capula Multi Strategy Master Fund in the Cayman Islands close out the set of public facts to date, while the market continues to price the €0.48 per-share premium in parallel with the formal steps of the integration process. Cirsa has the support of Blackstone in the deal.