Lottomatica and CIRSA Agree to Share Swap Merger to Create Leading Operator in Europe and Latam

Lottomatica and CIRSA have announced a share swap merger agreement that will position the resulting group as the second-largest publicly traded operator in the global sports betting and gaming sector, only behind Flutter Entertainment. The pact envisages that Lottomatica, the Italian gaming giant, will absorb CIRSA, an operator with a strong presence in Spain and Latin America, consolidating a group with approximately €2.000 million in adjusted EBITDA. However, following the news, Lottomatica's shares fell by 11% on the Milan Stock Exchange.

Transaction Details and Share Structure

According to the terms of the agreement, CIRSA shareholders will receive 0.668 new Lottomatica shares for each CIRSA share. The merged group will retain the name Lottomatica and will be listed on the Milan Stock Exchange, adding its admission to the Spanish Stock Exchanges upon completion of the operation, expected in the second quarter of 2027. After the transaction, current Lottomatica shareholders will control 67.5% of the share capital, while those from CIRSA will hold 32.5%. Blackstone, the largest shareholder of CIRSA, will be the main shareholder of the new Lottomatica with a stake of close to 24%.

Before the closure, CIRSA will distribute an extraordinary dividend of €262 million (€1.56 per CIRSA share). After the merger, the combined entity anticipates a capital return scheme of €774 million, to be executed via special dividends, voluntary partial buybacks, or both mechanisms.

Benefits and Synergies of the Lottomatica-CIRSA Merger

Lottomatica management presented to investors that the merger will create "undisputed leadership positions in Italy and Spain, and exposure to high-growth markets." The resulting group will add nine leading positions globally. In Italy, Lottomatica controls 30% of the market excluding lotteries, with flagship brands such as Lottomatica, Planetwin365, GoldBet, and BetFlag. Planetwin365 was acquired from SKS365 in 2023 for over €600 million.

Identifiable cash synergies before taxes are estimated at €115 million annually, mainly from operational cost reductions (€101 million) and savings in financial costs. These synergies will be achieved through improvements in purchasing, technology, trading, shared services, and administrative services, and are expected to materialize before the third year post-integration.

"With the combination of Lottomatica and CIRSA, we create the undisputed leader in Italy and Spain, among the most attractive gaming markets globally," stated Guglielmo Angelozzi, CEO and Chairman of Lottomatica.

Antonio Hostench, CEO of CIRSA, noted: "The combination creates a diversified global leader, with leading positions in major markets and great opportunities for accelerating profitable growth."

Market Impact and Geographic Distribution of EBITDA

The new group will generate 57% of its adjusted EBITDA in Italy, 23% in Spain, and the remaining 20% in other international territories. The online business, encompassing sports betting and iGaming, will account for 48% of the EBITDA, while physical casinos will contribute 25% and retail gaming and betting the remaining 27%.

CIRSA, owner of brands like Apuesta Total, CasinoPortugal, and Sportium, has been listed since the previous summer at €15 per share; following the announcement, the share rose by 15% to nearly €16. In comparison, Lottomatica had forecasted an EBITDA for 2026 in the range of €940 million to €980 million, while CIRSA projected between €800 million and €820 million. After the merger, the group will surpass Allwyn and Entain, only behind Flutter globally, with a pro forma adjusted EBITDA margin exceeding 40%.

Sector Reactions and Prospects

While the market penalized Lottomatica's stock, consulting firm Regulus Partners rated the deal as secure, although it warned of the risk of becoming a low-growth conglomerate if strategic synergies beyond cultural and linguistic ones are not explored. The firm believes that real benefits will depend on the investment and boldness post-integration.

The operation has already received approval from the boards of both companies and is expected to submit to extraordinary meetings in the fourth quarter of the year. Final regulatory approvals are anticipated in the first quarter of 2027.

International Expansion and Multichannel Presence

The combined group will have a presence in Europe, Latin America, and other markets with a highly diversified portfolio. Both companies boast a strong omnichannel presence: CIRSA operates multiple physical casinos and online gaming brands; Lottomatica adds digital platforms and an extensive retail network, reflecting the vertical integration trend characteristic of large global operators. More industry information is available in the b2b section and the latest news in news.