Lottomatica and CIRSA All-Share Merger Set to Create Global Gaming Powerhouse

Lottomatica and CIRSA have agreed on an all-share merger that will see the Italian gaming leader acquire the omnichannel Spain- and Latam-focused operator, creating the world's second largest listed gaming and sports betting group by adjusted EBITDA. The transaction, announced in early September, gives Lottomatica market entry to Spain and Latin America and brings together significant brand portfolios and multi-jurisdiction strengths under a single entity.

Strategic Impact of the Lottomatica-CIRSA Merger

The merger will consolidate Lottomatica's presence in Europe and extend its reach into Latam markets, bolstered by CIRSA's established retail operations. Following completion, the combined group's adjusted EBITDA is expected to reach about €2 billion. The new entity will be branded as Lottomatica and is slated for listing on both the Milan and Spanish Stock Exchanges.

On the day of the announcement, the market responded with a 10% drop in Lottomatica’s share price to €22.38, its lowest since March, contrasted by a 15.1% surge in CIRSA shares to €15.70, marking their highest since September 2025. Analysts at Jefferies highlighted the need to address Lottomatica shareholder concerns over CIRSA’s exposure to land-based gaming and the Latin American market, which some investors perceive as higher risk due to regulatory and political uncertainties.

Market Synergies: Spain, Italy, and Beyond

Eduardo Morales-Hermo of Ficom Leisure, a Spanish market expert, argues both operators stand to gain from the transaction. He explained that the merger unites "different markets," with Lottomatica gaining a Spanish footprint and access to CIRSA’s Italy operations, supplementing its multiple brands in the region. Morales-Hermo noted, “Lottomatica will be hoping to tap into the CIRSA growth engine that are mainly driven by Spain and Italy, totalling ~56.7% of CIRSA’s group EBITDA, and less towards the Latam markets.”

CIRSA's strong land-based presence, especially in Spain, complements Lottomatica’s proven omnichannel experience in Italy. Together, they will focus on "increasing their position in solid and well-run markets such as Spain and Italy" to maximise returns and reduce exposure to volatile jurisdictions.

Latam Market Exposure: Opportunities and Risks

While CIRSA offers Lottomatica a route into Latam, Morales-Hermo maintains the region carries "relatively small" risk for the combined business. Political and legal uncertainty in Latam continues to challenge operators, but the group’s main exposure remains in the more stable Italian and Spanish markets. CIRSA’s expertise and market knowledge will, however, enable the expanded group to exploit opportunities as Latin American jurisdictions evolve.

"Latam still is an unknown for many operators, mainly due to the uncertainty of political decisions and unsecured legal environment, but the merger has its stronghold in serious and stable markets such as Italy and Spain and therefore the exposure to Latam is relatively small to represent a high risk overall," Morales-Hermo told EGR.

Recent M&A Activity and Brand Portfolio

CIRSA owns several key brands, including Apuesta Total, CasinoPortugal, Amazing Bet and Sportium, and went public in 2025 with an IPO price of €15 per share. Lottomatica has led an ambitious expansion, acquiring SKS365 for over €600 million in November 2023 and continuing through 2024 with deals for Dea Bendata, bingo hall Galletto Fortunato, and software specialist Bakoo. The merger will create cross-market synergies and enhance combined omnichannel capabilities.

Shareholding and Deal Completion Timeline

Once the deal closes, which is expected in Q2 2027, Lottomatica shareholders will hold approximately 67.5% of the company, CIRSA shareholders the remainder, and Blackstone—the largest shareholder in CIRSA—will assume a roughly 24% stake in the combined entity. Post-merger, the group will pursue growth utilising both companies’ expertise in retail and online channels, leveraging their presence in regulated markets and brand strength.

“This merger will bring potential benefits for the omnichannel strategy where CIRSA has a strong land-based footprint, mostly in Spain,” Morales-Hermo said.

The merger underscores a trend in the gaming sector toward scale, diversification, and balance between regulated European markets and evolving opportunities in Latin America.