Italy’s Lottomatica Group and Spain’s Cirsa Enterprises signed binding terms on Tuesday for an all-share merger that will fold Cirsa into Lottomatica and create the second-biggest listed betting and gaming company in the world, measured by earnings.
Cirsa shareholders will receive 0.668 newly issued Lottomatica shares for every Cirsa share they hold. That values Cirsa at about €16.55 per share, a premium of roughly 21% over where the stock closed the day before the announcement, and puts the equity value of the deal at around €2.8 billion. On completion, existing Lottomatica investors will own about 67.5% of the combined company and Cirsa holders will hold the remaining 32.5%.
The merged business keeps the Lottomatica name, stays headquartered in Rome with a second office in the Barcelona area, and keeps its Euronext Milan listing while adding a secondary listing on the Spanish exchanges.
The most consequential number for anyone watching the ownership register is 24%. That is where Blackstone lands once the shares are issued, making the private equity firm the largest single holder of a company that has had no controlling shareholder since Apollo sold its final 21.3% block of Lottomatica stock, some 53.6 million shares, through an accelerated bookbuild in June 2025.
Blackstone is not cashing out. It has agreed to roll its Cirsa position into equity rather than take money off the table, accepting a three-month lock-up and nominating two of the 13 directors on the new board. The other 11 seats stay with the current Lottomatica slate.
Lionel Assant, Blackstone’s global co-chief investment officer, said the transaction would create one of the world’s leading listed gaming platforms. Blackstone bought Cirsa in 2018 and took it public in Madrid in July 2025 at €15 a share, a €2.5 billion valuation that raised €400 million in fresh capital and ranked as Spain’s largest listing in a decade.
What the combined company looks like
Put the two together and you get pro forma adjusted EBITDA of roughly €2 billion for the twelve months to the end of June 2026, a figure that already includes €101 million of assumed operating synergies. Combined revenue tops €4.4 billion. That EBITDA base sits just behind Flutter Entertainment, the FanDuel owner, and ahead of everyone else in the listed sector.
The earnings mix is more balanced than either company on its own. Online and sports betting account for 48% of pro forma adjusted EBITDA, distributed gaming 27% and casinos 25%. By geography, Italy contributes 57%, Spain 23% and everywhere else 20%. Management counts nine number one market positions across the portfolio and says 97% of earnings come from businesses that lead their category.
Lottomatica brings the online muscle. It reported €2.3 billion in consolidated revenue for 2025, handled about €45 billion in bets, serves more than 2.2 million online customers and runs roughly 17,400 points of sale. Online produced 65.3% of its EBITDA in the first half of 2026 at a margin close to 58%.
Cirsa brings scale on the ground and a Latin American footprint that Lottomatica has never had. It operates around 450 casinos, more than 85,000 gaming machines and about 2,300 sports betting outlets across 11 countries, including Spain, Italy, Portugal, Mexico, Colombia, Peru, Panama, the Dominican Republic, Costa Rica and Paraguay. Casinos generated 53% of its first-half EBITDA and online only about 13%.
Antonio Hostench stays on as Cirsa chief executive and Antonio Grau as its finance chief. Guglielmo Angelozzi continues as chairman and chief executive of the parent, with Laurence Van Lancker as deputy CEO and CFO.
“We create the undisputed leader in Italy and Spain,” Angelozzi said, describing the deal as a “solid recipe” that pairs growth with capital returns and low execution risk.
Cirsa will pay its shareholders a €262 million extraordinary dividend, €1.56 a share, before the merger closes. Lottomatica then plans a €744 million capital return at completion, delivered through a partial voluntary tender offer, an extraordinary dividend, or a combination of the two.
Beyond that, the company has flagged up to €4 billion of dividends and buybacks over three years, subject to shareholder approval, alongside a policy of paying out 30% of adjusted net profit. Net leverage is expected to sit at 2.7 times adjusted EBITDA in the first half of 2027, with a stated steady-state target of 2.0 to 2.5 times.
Total pre-tax cash synergies are pegged at €115 million a year by the third year after closing, split between €101 million of operating savings from procurement, technology, trading, shared services and administration, and €14 million of interest cost savings. Implementation will cost about €120 million spread over those three years.
On the price paid, Lottomatica says the exchange ratio implies roughly 6 times Cirsa’s expected 2026 EV/EBITDA before synergies, against Cirsa EBITDA of €810 million on a post-IFRS 16 basis.
Investors and analysts pushed back
The market did not celebrate. Lottomatica shares fell around 9% on Tuesday to about €22.51, while Cirsa jumped between 17% and 19%. The reaction reflects the obvious asymmetry: Lottomatica holders take a third of their company’s upside off the table, and they are absorbing a business with lower margins and a much smaller online contribution.
Regulus Partners was blunt, calling the synergy targets “staggeringly unambitious” and the financials unexciting, and warning that without deliberate investment the result could be a low-growth conglomerate rather than a genuine platform.
The counterargument from the more sympathetic side of the analyst community is that Cirsa is being bought below Lottomatica’s own trading multiple, which makes the deal accretive to earnings and cash flow per share from day one, and that the balance sheet discipline on show is unusual for a transaction of this size.
What happens next
Merger documentation is due to be published in the current quarter, with extraordinary general meetings at both companies expected in the fourth quarter of 2026. Final regulatory clearances are targeted for the first quarter of 2027 and completion for the second quarter.
The approvals list is long: shareholder votes on both sides, foreign direct investment screening, antitrust review, clearance under the EU Foreign Subsidies Regulation, gaming licence transfers in multiple jurisdictions, and a creditor opposition period on the Lottomatica side. Cirsa shareholders who vote against the merger will have 20 calendar days after the general meeting to exit at €13.20 a share, the three-month average price before the announcement, less any distributions paid in the meantime.
Evercore and PJT Partners are lead financial advisers to Lottomatica, with Deutsche Bank and Mediobanca also working the deal. Lazard advised Cirsa and Barclays advised Blackstone.
Related Posts
