Cirsa calls extraordinary general meeting to approve merger with Lottomatica on 30 November 2026
Shareholders will vote on the cross-border absorption, a €1.56 special dividend and related authorisations.
Key Takeaways
- Cirsa's Extraordinary General Meeting will be held on 30 November 2026 at 11:30 in Terrassa to vote the cross-border merger into Lottomatica.
- The cross-border merger foresees Lottomatica Group S.p.A. absorbing Cirsa and assuming all its assets and liabilities.
- The proposed exchange is 0.668 newly issued Lottomatica ordinary shares for each Cirsa share, with no cash consideration.
- A special dividend of €1.56 per share is proposed, amounting to roughly €262 million in total.
- Dissenting Cirsa shareholders exercising appraisal rights could receive €13.20 per share, subject to adjustments and a 5% capital limit.
Cirsa has called an Extraordinary General Meeting of Shareholders for 30 November 2026 to approve the cross-border merger by absorption of the Spanish company into Lottomatica Group S.p.A. The notice includes a proposal to pay a special dividend of €1.56 per share, equivalent to approximately €262 million.
The meeting will take place at 11:30 at the Eurostars Don Cándido Hotel in Terrassa (Barcelona). If quorum is not reached on first call, a second call is scheduled for 1 December 2026.
Key terms of the merger
Under the draft common merger plan approved by the boards of directors of both companies on 8 October 2026, Cirsa will be absorbed by Lottomatica and will cease to exist as an independent legal entity. Lottomatica will assume all of Cirsa's assets, liabilities and legal relationships.
The proposed exchange sets a swap of 0.668 newly issued ordinary Lottomatica shares for each Cirsa share, with no additional cash consideration.
A cash compensation of €13.20 per share is also envisaged for Cirsa shareholders who vote against and exercise their appraisal rights, subject to adjustments for dividends and other distributions paid before the transaction takes effect and provided that affected shares do not exceed 5% of Cirsa's capital.
Authorisations and additional distributions
The meeting will also vote to authorise, for one year, cash distributions charged to share premium or other distributable reserves up to a maximum of €100 million, in addition to other transactions related to the merger and the proposed distributions.
“Cirsa will be absorbed by Lottomatica and will cease to exist as an independent legal entity,” states the draft common merger plan approved on 8 October 2026. — Draft common merger plan
Frequently Asked Questions
When and where will Cirsa's extraordinary general meeting take place?
The meeting will be held on 30 November 2026 at 11:30 at the Eurostars Don Cándido Hotel in Terrassa (Barcelona); a second call, if required, is scheduled for 1 December 2026.
What share exchange is proposed in the merger with Lottomatica?
The proposal sets an exchange of 0.668 newly issued ordinary Lottomatica shares for each Cirsa share, with no additional cash consideration.
What special dividend has been proposed in the notice?
A special dividend of €1.56 per share has been proposed, which corresponds to approximately €262 million in total.
What compensation will shareholders who vote against receive?
Cirsa shareholders who vote against and exercise their appraisal rights may receive €13.20 per share, adjusted for dividends and other distributions and subject to the condition that affected shares do not exceed 5% of capital.
What additional authorisation will the meeting vote on?
The meeting will vote to authorise, for one year, cash distributions charged to share premium or other distributable reserves up to a maximum of €100 million, among other merger-related operations.
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About the author
Gonzalo Marín
Industry Deals Correspondent
Gonzalo Marín covers the corporate deal flow of gambling — operator strategy, M&A, regulated-market entries, and product launches. The reports open with the transaction, cite companies, valuations, and jurisdictions exactly as released, and keep the announcement apart from its actual effect. When a Latin American operator raises capital or a European brand lands in the region, Gonzalo Marín reports who signs, for how much, and on what terms.
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