Lottomatica Group has announced its plans to merge with Spanish competitor CIRSA Enterprises in an all-share transaction, positioning itself as the second-largest publicly traded gaming and sports betting company globally, following Flutter, the owner of FanDuel.
According to the details shared with investors in Milan, shareholders of CIRSA will receive 0.668 newly issued Lottomatica shares for each CIRSA share they own. This arrangement will grant CIRSA shareholders approximately 32.5% ownership in the newly formed entity, while existing Lottomatica shareholders will hold the remaining 67.5%.
The proposed exchange ratio values CIRSA shares at €16.55 ($19.16) each, reflecting a premium of over 21% based on the closing prices from the previous Tuesday, as reported by Reuters. Analysts in Italy have estimated CIRSA's corporate valuation to be between €2.8 billion and €3 billion ($3.24 billion to $3.47 billion).
The merged company will retain the Lottomatica name and will be headed by Guglielmo Angelozzi, the current chairman and CEO of Lottomatica. The new board will consist of 13 directors, including the existing 11 from Lottomatica and two additional directors appointed by Blackstone.
Blackstone, which currently holds a 75% stake in CIRSA, has pledged its support for the merger. The US private equity firm began investing in CIRSA in 2018 and played a key role in its public listing on the Madrid Bolsa in July 2025.
Once the merger is finalized, Blackstone is expected to become the largest individual shareholder in the expanded Lottomatica, owning about 24% of the company.
The merger is anticipated to generate over €4.4 billion ($5.09 billion) in combined revenue and approximately €2 billion ($2.3 billion) in adjusted EBITDA for the fiscal year ending June 30, 2026. Management forecasts that the integration will yield around €115 million ($133.1 million) in annual pre-tax cash synergies by the third year post-merger.
Prior to the merger's completion, CIRSA plans to issue an extraordinary dividend of around €262 million ($303.3 million), translating to €1.56 ($1.81) per share for its current shareholders. Additionally, Lottomatica's board aims to propose a further capital distribution of €744 million ($861.2 million) to the shareholders of the combined entity after the merger, which could take the form of an extraordinary dividend, a partial share buyback, or a mix of both.
In the three years following the merger, management estimates the potential for up to €4 billion ($4.63 billion) in combined dividends and share buybacks.
This merger will unify Lottomatica's Italian retail and online operations, including its flagship brand alongside GoldBet and Planetwin365, with CIRSA's established presence in Spain, which includes casinos, gaming halls, slot machines, and online services.
CIRSA, which generates 53% of its core earnings from casinos and gaming halls, also provides the merged group with a foothold in Latin America, with operations in Colombia, Panama, Peru, and Mexico, enabling the company to accelerate its growth in South American markets.
Lottomatica stated, "The proposed merger will create a leading global player in sports betting and gaming, with dominant positions in Italy and Spain."
During a call with analysts, Angelozzi expressed confidence in the limited risks associated with the merger, noting that CIRSA, as the market leader in Spain, does not require any significant restructuring.
He added, "This deal offers stable and predictable growth."
JPMorgan analysts have characterized the merger as strategically advantageous, stating, "Lottomatica is leveraging its equity to acquire a lower-valued business while maintaining 67.5% ownership of the combined entity," and further noted, "Having performed exceptionally well in Italy, we view Spain as a logical next step for growth."
Angelozzi, who indicated earlier in 2026 that Lottomatica was gearing up for a significant move to enhance its market position, is optimistic about the future.