The boards of directors of the Spanish Cirsa and the Italian Lottomatica have given their approval to the joint project that sets the terms and conditions of their cross-border merger. The operation will result in one of the largest global groups in the gaming sector, with a combined revenue of 34 billion euros, according to both companies.
According to forecasts, in the three years following the merger's closure, the distribution of dividends among shareholders could reach up to 4 billion euros.
After the transaction, announced at the beginning of September, Cirsa will be absorbed by Lottomatica, which will become the resulting company, and will disappear as an independent legal entity through its dissolution without liquidation. Lottomatica will thus integrate all of Cirsa's assets, liabilities, and legal relationships.
The integration of Cirsa into Lottomatica will position the new group as the second largest publicly traded operator of gaming and sports betting globally, with an adjusted earnings before interest, taxes, depreciation, and amortization (adjusted Ebitda) close to 2 billion euros.
The firm BDO Auditores, appointed as an independent expert by the Mercantile Registry of Barcelona, has prepared a report in which it endorses the reasonableness of the exchange ratio and the adequacy of the consideration for the right of disposal, in accordance with applicable Italian and Spanish regulations.
The exchange agreement stipulates that for each ordinary share of Cirsa, 0.668 newly issued ordinary shares of Lottomatica will be delivered, with no cash component involved.
According to this equation, 100% of Cirsa's current share capital will represent approximately 32.5% of Lottomatica's share capital once the merger is effective. Blackstone is expected to become the main shareholder of the new group, with around 24% of the capital.
CIRSA WILL PAY EXTRAORDINARY DIVIDEND OF 262 MILLION
Before the merger becomes effective, Cirsa will pay its shareholders an extraordinary dividend of 1.56 euros per share, which amounts to approximately 262 million euros.
In addition, it is contemplated that the partners of both companies will receive, at the latest by June 30, 2027, and provided that the necessary corporate and legal authorizations are obtained, dividends or interim dividends charged to the 2026 fiscal year of up to 130 million euros in the case of Lottomatica and up to 100 million euros in the case of Cirsa.
If these dividends have not been paid before the merger becomes effective, Cirsa's extraordinary dividend will be increased and, subsequently, Lottomatica's board of directors will propose the payment of dividends after the merger to compensate shareholders with equivalent distributions.
On the other hand, once the corporate and regulatory formalities are completed, Lottomatica's board of directors plans to propose to the shareholders' meeting a capital distribution of 744 million euros through a special dividend, a partial voluntary public offer for the acquisition of its own shares, or a mixed formula that combines both alternatives.
After the merger, Lottomatica will retain its registered office in Rome (Italy) and will maintain its current corporate name. Guglielmo Angelozzi will continue as chairman of the board of directors and CEO, while Laurence Van Lancker will remain in the position of deputy CEO and CFO.
In parallel, Antonio Hostench Feu will continue to be the CEO of Cirsa's business and Antonio Grau Folguera will continue as CFO of that area. Likewise, Blackstone, as the reference shareholder of Cirsa, will retain the right to appoint two directors to Lottomatica's board, which will expand its size from 11 to 13 members.
In the stock market, Lottomatica's shares (including those newly issued that Cirsa's shareholders will receive) will continue to be traded on Euronext Milan of the Italian Stock Exchange. Furthermore, once the merger is completed and the relevant authorizations are obtained, the shares will also be listed on the Stock Exchanges of Madrid, Barcelona, Bilbao, and Valencia through the Spanish Stock Market Interconnection System.
The shareholders of Cirsa who vote against the Common Merger Project will be able to exercise the right of disposal and receive a cash compensation of 13.20 euros per share of Cirsa, an amount that will be reduced by the amount of dividends or distributions paid before the effectiveness of the merger. The execution of the operation is conditioned on the percentage of shareholders exercising this right not exceeding 5% of the total shares issued and outstanding of the Spanish company.
Both companies have already completed the submission of the necessary regulatory notifications, including communications regarding competition to the AGCM (Italy), the CNMC (Spain), the National Antitrust Commission of Mexico, and the Competition Council of Morocco; requests for authorization of foreign direct investment in Italy and Spain; and the notification to the European Commission regarding foreign subsidies.
NEXT STEPS AND TIMELINE
The common merger project and the accompanying documentation will be sent to the Commercial Registry of Rome. The general meetings of shareholders of Lottomatica and Cirsa are scheduled to be convened for the end of November 2026 in order to submit the merger for approval.
The effective date of the operation is expected to be the tenth business day following its registration in the Commercial Registry of Rome and, in any case, no later than December 10, 2027, estimating that the effectiveness of the proposed combination will take place during the second quarter of 2027.