The boards of Lottomatica Group and CIRSA Enterprises have approved a ‘common merger plan’ to settle the terms of their proposed combination, first announced on 2 September 2026.
The merger plan will see Lottomatica proceed to absorb CIRSA assets outright, via an enlargement of its enterprise on the Borsa Milan.
As announced: “CIRSA will be absorbed into Lottomatica, with Lottomatica as the surviving entity and CIRSA ceasing to exist as a separate legal entity, without undergoing any liquidation process.
“Lottomatica, as the absorbing company, will acquire all assets and assume all liabilities and other legal relationships of CIRSA.”
Deal terms see CIRSA shareholders receive 0.668 new Lottomatica shares for each CIRSA share exchanged. Prior to the merger completion, CIRSA shareholders will receive an extraordinary dividend of €1.56 per share, representing approximately €262m reward.
Following the merger, Lottomatica intends to propose a further €744m capital return to shareholders, proposed as a ‘special dividend’ in which shareholders will receive either “voluntary partial tender offer for own shares, or a combination of both.”
Birth of a giant
First announced in September, the combination of Lottomatica/CIRSA was branded to investors as the chance to create a ‘global gambling second largest PLC ’ with combined annual revenues exceeding €4.5bn and approximately +€2bn in pro forma adjusted EBITDA.
Deal makers target operating synergies of €180m, as an enlarged Lottomatica secures top podiums in Italy and Spain as “outright market leader”.
Of significance, the merger underlined the unique market make-up the company with significant growth opportunities in the under-developed markets of Latin America, identified as Mexico, Costa Rica, Panama, Colombia, Peru and Paraguay; and the Caribbean, identified as Dominican Republic, Puerto Rico; as well as in North Africa, specifically Morocco.
Expanding its profile beyond Italy, Lottomatica has outlined potential shareholder capital returns of up to €4bn over the three years following completion.
An enlarged Lottomatica will retain its headquarters in Rome, with Guglielmo Angelozzi remaining chairman and Group Chief Executive Officer (CEO) alongside deputy CEO and Group Chief Financial Officer, Laurence Van Lancker.
Antonio Hostench and Antonio Grau will continue to lead CIRSA as Chief Executive and finance chief respectively. Private equity fund Blackstone, the majority owner of CIRSA, will be entitled to nominate two directors, expanding Lottomatica’s board from 11 to 13 members.
Final chapters
The merger remains subject to regulatory approvals, including competition clearance in Italy and Spain.
Antitrust filings have been submitted to Italy’s Autorità Garante della Concorrenza e del Mercato (AGCM), Spain’s Comisión Nacional de los Mercados y la Competencia (CNMC), Mexico’s National Antimonopoly Commission and the Morocco’s Competition Council.
The board’s have also submitted foreign investment filings to the relevant Italian and Spanish authorities and a notification to the European Commission under the EU’s Foreign Subsidies Regulation.
Final proceedings will see an Extraordinary and Ordinary Shareholders’ Meetings of Lottomatica and CIRSA will be duly convened and are expected to be held by the end of November 2026 to vote on the merger’s determination.
Lottomatica’s board and leader Guglielmo Angelozzi have urged investors to back the firm’s expansion strategy, as part of its post-IPO return to the Milan BORSA in 2023. The CIRSA merger is viewed as the platform to extend Lottomatica’s profile and establish an Italian gambling amongst the world’s largest gambling groups
