Cirsa and the Italian group Lottomatica have signed a binding agreement to undertake a cross-border merger within the European Union, through which Cirsa will be integrated into Lottomatica, resulting in one of the largest global groups in the gaming and sports betting sector, according to what the company communicated this Wednesday to the National Securities Market Commission (CNMV).
The American fund Blackstone, controlling shareholder of Cirsa, has also signed the merger contract to assume a series of commitments, including voting in favor of the operation at the general meeting of Cirsa that will be convened for its ratification.
As a result of the transaction, Cirsa's shareholders will receive, in exchange for their shares, 0.668 new shares of newly issued Lottomatica for each share of Cirsa they hold.
According to this exchange ratio, the total shares representing 100% of Cirsa's current share capital will account for approximately 32.5% of Lottomatica's share capital once the merger becomes effective.
Furthermore, prior to the material execution of the merger, Cirsa is expected to distribute an extraordinary dividend to its shareholders charged to the share premium for an approximate amount of 262 million euros.
Lottomatica's shares will continue to be listed on Euronext Milan, on the Italian Stock Exchange, and it is expected that they will also begin to be traded on the Spanish Stock Exchanges after the completion of the merger.
Cirsa has detailed that the consummation of the merger is conditioned upon the fulfillment of certain suspensive conditions, including, among others, the approval of the operation by the respective general meetings of both companies, the obtaining of the necessary regulatory authorizations, and that the percentage of Cirsa's share capital corresponding to the shares of partners exercising the right of disposal does not exceed 5%.
The forecast is that the integration between Cirsa and Lottomatica will become effective during the second quarter of 2027.