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

Lottomatica Group agreed to absorb CIRSA after both parties approved the common merger plan, a formal step that moves the transaction closer to completion. The combination will bring together the Italian and Spanish market leaders and will create the second-largest listed gaming company by size, with an adjusted EBITDA of around €2bn and revenues above €4.4bn for the 12 months ended 30 June 2026. All required regulatory filings have already been completed.

Scope of the Lottomatica CIRSA merger and expected timetable

The plan provides that Lottomatica will absorb CIRSA and that CIRSA will cease to exist as a separate legal entity. The merger will become effective ten business days after registration of the merger deed with the Companies Register of Rome, but no later than 10 December 2027. Operational effectiveness of the combination is expected in the second quarter of 2027.

Lottomatica will retain its registered office in Rome and its company name. After the transaction, executive continuity is planned: Guglielmo Angelozzi will continue as chairman and chief executive officer, and Laurence Van Lancker as deputy general manager and chief financial officer. From CIRSA’s side, Antonio Hostench Feu will remain chief executive officer and Antonio Grau Folguera will remain chief financial officer. CIRSA’s reference shareholder, Blackstone, will have the right to appoint two directors to Lottomatica’s board, increasing its size from 11 to 13 members.

Economic terms: share exchange, dividends and exit option

Each ordinary share of CIRSA existing on the effective date will receive 0.668 new ordinary shares of Lottomatica, with no cash component. Prior to the merger, CIRSA will distribute a special dividend of €1.56 per share, equivalent to approximately €262m in total.

The two companies will also pay dividends relating to fiscal year 2026, subject to legal conditions and required corporate actions: up to €130m for Lottomatica and up to €100m for CIRSA. If those dividends are not paid before the merger becomes effective, CIRSA’s special dividend will be increased to preserve consistency in 2026 distributions; once the merger is completed, Lottomatica’s board will propose the post-merger distributions.

CIRSA shareholders who vote against at the extraordinary general meeting will have the right to a cash exit under Spanish law: €13.20 per CIRSA share, after deduction of any special, ordinary or other distributions paid before the effective date. That exit right will be available provided the shares subject to it do not exceed 5% of CIRSA’s total ordinary shares outstanding on the meeting date.

On completion of the formalities, Lottomatica’s board intends to propose to the surviving company’s shareholders a capital return of €744m, which may be executed via a special dividend, a voluntary partial buyback of treasury shares, or a combination of both.

Authorities consulted and regulatory compliance

The parties have filed antitrust dossiers with the Autorità Garante della Concorrenza e del Mercato (AGCM) in Italy, the Comisión Nacional de los Mercados y la Competencia (CNMC) in Spain, the Comisión Federal de Competencia Económica in Mexico (National Antimonopoly Commission) and the Consejo de la Competencia in Morocco. Notifications of foreign direct investment (FDI) were also made to the competent Italian and Spanish authorities and an FSR filing was submitted to the European Commission. These actions complete the regulatory filings needed to progress toward authorisation of the transaction. Regulator filings

In addition, the merger plan and the required documentation, including the independent expert report, have been filed with the Companies Register of Rome and are available on the corporate websites of both groups.

Governance, listing and shareholder rights

After the merger, all Lottomatica shares — including the new shares — will remain listed on Euronext Milan and, once the relevant approvals are obtained, will be admitted to trading on the Spanish exchanges of Madrid, Barcelona, Bilbao and Valencia through the Spanish Automated Counterpart System.

The independent report and other documents required by the merger were commissioned by the Companies Register of Barcelona to BDO Auditores SLP, which issued a report confirming the fairness of the exchange ratio and the adequacy of the cash consideration for the exit right, in accordance with applicable Italian law (Legislative Decree No. 19/2023 and Article 2501-sexies of the Italian Civil Code) and the equivalent Spanish regulation.

Next steps and corporate timetable

The boards of directors of both companies have already approved the plan and the convocations for the extraordinary and ordinary shareholders’ meetings required for final approval are expected to be held before the end of November. After those meetings and completion of the regulatory and corporate steps, the merger deed will be registered with the Companies Register of Rome; ten business days later the legal effectiveness will take place, with a registration deadline of 10 December 2027 for the effective date.

For investors and industry participants, the transaction combines the commercial and financial scale of two southern European leaders and signals a material reconfiguration of the landscape of listed operators in the gaming sector. Impact on markets and sector

Documentation available and transparency

The full merger plan, the independent expert report and the other documentation required by merger law are published on the corporate pages of Lottomatica Group and CIRSA and have been filed with the competent companies registers. Both companies have stated their intention to maintain transparency during the statutory and regulatory approvals. Latest updates on the transaction

“The merger plan defines the terms and conditions of the combination and ensures continuity in the management of both companies,” the joint statement said.

The transaction, its regulatory timetable and the economic conditions now described set out the obligations that must be resolved before closing in 2027.