Lottomatica and CIRSA boards approve merger plan, with €744m special capital return to follow

The boards of Lottomatica Group and CIRSA Enterprises have approved a common merger plan setting out the terms of their combination, which was first announced on 2 September 2026. Under the plan, Lottomatica will be the surviving entity and CIRSA will cease to exist as a separate legal entity, without going through liquidation. Lottomatica will take on all of CIRSA's assets and liabilities.

CIRSA shareholders will receive 0.668 new Lottomatica shares for each CIRSA share. Before the merger completes, they will also receive an extraordinary dividend of €1.56 per share, worth approximately €262m. After completion, Lottomatica intends to propose a further €744m capital return to its shareholders, structured as a special dividend. It would take the form of a voluntary partial tender offer for own shares, or a combination of both.

When the deal was announced, it was presented to investors as the creation of the second-largest listed gambling group globally, with combined annual revenues above €4.5bn and pro forma adjusted EBITDA of roughly €2bn. The companies target operating synergies of €180m and say the enlarged group would be the outright market leader in Italy and Spain. They also point to growth opportunities in Latin America, including Mexico, Costa Rica, Panama, Colombia, Peru and Paraguay, as well as the Dominican Republic, Puerto Rico and Morocco. Lottomatica has outlined potential shareholder returns of up to €4bn over the three years after completion.

On governance, the group will keep its headquarters in Rome. Guglielmo Angelozzi will remain chairman and Group CEO, with Laurence Van Lancker continuing as deputy CEO and Group CFO. Antonio Hostench and Antonio Grau will keep leading CIRSA as chief executive and finance chief. Blackstone, CIRSA's majority owner, will be entitled to nominate two directors, which would expand Lottomatica's board from 11 to 13 members.

The transaction still needs regulatory approvals, including competition clearance in Italy and Spain. Antitrust filings have gone to Italy's AGCM, Spain's CNMC, Mexico's National Antimonopoly Commission and Morocco's Competition Council. The companies have also made foreign investment filings with the relevant Italian and Spanish authorities and notified the European Commission under the EU Foreign Subsidies Regulation. Extraordinary and ordinary shareholder meetings of both companies are expected by the end of November 2026 to vote on the merger.