Lottomatica to absorb CIRSA in merger creating €2bn adjusted EBITDA group

Lottomatica Group will absorb CIRSA under a common merger plan approved by both boards, moving the two operators closer to a combined listed company with combined adjusted EBITDA of around €2bn and combined income of more than €4.4bn for the 12 months ending 30 June 2026. The parties agreed the mechanics in early September and expect the merger to become effective no later than 10 December 2027, with the combination anticipated in Q2 2027.

Regulatory filings and approvals for the merger

All required regulatory filings have been completed in connection with the proposed merger. Filings include antitrust notifications to the Autorità Garante della Concorrenza e del Mercato (AGCM) in Italy, the Comisión Nacional de los Mercados y la Competencia (CNMC) in Spain, the Mexican National Antimonopoly Commission, and the Moroccan Competition Council. Foreign direct investment (FDI) notifications were submitted to the competent Italian and Spanish authorities, and an FSR filing was made with the European Commission. These processes form the regulatory backbone ahead of the companies' planned combination and will determine the timing of final clearances.

"All required regulatory filings have been completed," the merger plan notes, listing the competition and FDI authorities involved.

The merger deed will be registered with the Companies' Register of Rome. The merger’s effective date is scheduled to occur ten business days after that registration, provided it happens no later than 10 December 2027.

Transaction structure and corporate governance after Lottomatica absorbs CIRSA

As agreed, Lottomatica will be the absorbing entity: CIRSA will cease to exist as a separate legal person and Lottomatica will acquire all of CIRSA’s assets, liabilities and legal relationships. Lottomatica will keep its registered office in Rome and retain its corporate name.

Governance appointments are explicit in the plan. Guglielmo Angelozzi will remain Chair and Chief Executive Officer of the surviving group; Laurence Van Lancker will continue as Deputy CEO and Chief Financial Officer. From CIRSA’s executive team, Antonio Hostench Feu will continue as CEO and Antonio Grau Folguera as CFO within the combined group. Blackstone, the reference shareholder of CIRSA, will have the right to designate two members to Lottomatica’s board, increasing the board size from 11 to 13 members.

Share exchange, dividends and shareholder protections

Every CIRSA ordinary share held on the merger effective date will be converted into 0.668 newly issued Lottomatica ordinary shares. There is no cash component to the exchange ratio.

Ahead of the merger, CIRSA will distribute an extraordinary dividend of €1.56 per CIRSA share, a distribution the companies estimate equals approximately €262m in aggregate. Both operators also plan to distribute dividends or interim dividends for the 2026 financial year: up to €130m for Lottomatica and up to €100m for CIRSA, subject to legal conditions and corporate approvals. If those dividends are not paid before the merger becomes effective, CIRSA’s extraordinary dividend will be increased so that shareholders receive the intended 2026 distributions after the combination. Post-closing dividends will be proposed by Lottomatica’s board of directors for shareholder approval.

Spanish law gives dissenting CIRSA shareholders a statutory cash exit right. Any CIRSA shareholder voting against the merger at the company’s shareholders meeting may claim a cash consideration of €13.20 per CIRSA share, reduced by any extraordinary, ordinary or other distributions paid before the merger’s effective date. The merger plan conditions that the cash exit right may be exercised only provided the number of CIRSA shares for which it is validly exercised does not exceed 5% of CIRSA's issued and outstanding shares at the date of the shareholders meeting.

Listing, capital return and market presence

All Lottomatica shares, including the newly issued shares from the exchange, will remain listed on Euronext Milan. After completion and following receipt of the required authorisations, those shares will also be admitted to trading on the Spanish Stock Exchanges of Madrid, Barcelona, Bilbao and Valencia through the Spanish Automated Quotation System.

Upon completion of corporate and regulatory formalities, Lottomatica’s board intends to propose a €744m capital return to shareholders of the surviving entity. The capital return may be implemented through a special dividend, a voluntary partial tender offer for treasury shares, or a combination of both; the precise mechanism will be determined at the relevant time.

Timetable, meetings and independent expert report

The merger plan is filed with the Companies' Register of Rome and is available on both companies’ websites, along with the independent expert report and other required documents. The operators have said extraordinary and ordinary shareholders' meetings for Lottomatica, and an extraordinary shareholders' meeting for CIRSA, will be convened and are expected to occur by the end of November.

BDO Auditores SLP was appointed as the independent expert by the Commercial Registry of Barcelona. Its report confirms the fairness of the exchange ratio and the adequacy of the cash exit right consideration pursuant to article 22 of Italian Legislative Decree No. 19 of 2 March 2023 (as amended), article 2501-sexies of the Italian Civil Code, and articles 6, 41 and 103.2 of the Spanish Royal Decree-law 5/2023 of 28 June 2023.

What operators, investors and vendors should watch next

Market participants should track regulatory clearance timetables and the outcome of the shareholders’ meetings. The effectiveness clause linking the merger deed registration to a ten-business-day window and the stated backstop of 10 December 2027 create a firm outer deadline. The planned admission on Euronext Milan and trading through the Spanish Automated Quotation System will preserve public market liquidity for the combined group.

For readers following sector deals, the document package and expert report are available on both companies’ sites and filings to the relevant competition and FDI authorities; details of the antitrust and FDI filings are recorded with the AGCM, CNMC and the European Commission, among others. For regulatory context see the regulation section of our site.