Lottomatica Agrees All-Share Deal to Absorb Spain's CIRSA
Lottomatica Group has notified investors of a recommended all-share combination with Spanish operator CIRSA Enterprises, according to a transaction announcement the Italian operator filed with Borsa Italiana on September 2, 2026, in one of the largest deals of a summer of consolidation across Europe's regulated gambling markets.
CIRSA shareholders will receive 0.668 newly issued Lottomatica shares for every CIRSA share they hold, leaving them with approximately 32.5% of the enlarged group while existing Lottomatica investors retain the remaining 67.5%.
The filing states the combined business will operate under the Lottomatica name and list on Euronext Milan, with an additional listing planned on the Spanish stock exchanges. CIRSA will keep its own brand and assets in its core markets.
Lottomatica's board and management, led by chairman and chief executive Guglielmo Angelozzi, will retain their positions, and the new board will comprise 13 directors, made up of Lottomatica's existing 11 members plus two additional directors nominated by CIRSA's majority shareholder, US private equity firm Blackstone.
Deal Terms & Projected Synergies
Lottomatica's announcement projects the combined group will generate more than €4.4bn in combined income and approximately €2bn in pro-forma adjusted EBITDA for the 12 months to June 30, 2026, positioning it as the second-largest listed sports betting and gaming operator globally by that measure.
Ahead of completion, CIRSA will pay an extraordinary dividend of approximately €262m, equivalent to €1.56 per share, to its existing shareholders. Lottomatica's board also plans to ask shareholders of the combined company to approve a further €744m capital distribution, which could take the form of a dividend, a partial share buyback, or a combination of both.
Management expects the integration to generate approximately €115m in annual pre-tax cash synergies by the third full year after completion, with capacity for up to €4bn in dividends and buybacks across the first three years.
Reuters reported the exchange ratio values CIRSA's shares at €16.55 each, a premium of just over 21% based on Tuesday's closing prices, and that JPMorgan analysts described the transaction as "strategically compelling" for Lottomatica in a note to clients, while Jefferies cautioned that Lottomatica investors "will likely need some convincing" of the deal's benefits.
Building An Italy-Spain-Latin America Footprint
The combination brings together Lottomatica's Italian retail and online betting business, which includes the GoldBet and Planetwin365 brands, with CIRSA's Spanish casino, gaming hall, slot machine and online casino operations. CIRSA also brings an established Latin American presence spanning Colombia, Panama, Peru and Mexico, markets the enlarged group intends to use as a platform for further growth in the region.
Blackstone, which has held a majority stake in CIRSA since 2018 and led its IPO on the Madrid Bolsa in July 2025, will become the largest individual shareholder in the enlarged Lottomatica group with approximately 24% of the business once the deal completes. The transaction is expected to become effective during the second quarter of 2027, subject to approval from both companies' shareholder meetings and the receipt of all required regulatory and competition clearances.
Lottomatica's combined headquarters will remain in Rome, with a secondary office for CIRSA's operations in the province of Barcelona. The deal replaces CIRSA's independent stock market listing just over a year after the Spanish operator completed its own IPO, and follows comments Angelozzi made at the start of 2026 warning investors that a single-market focus had limited Lottomatica's valuation and that a major strategic move was coming.
