The operation by which Lottomatica will acquire Cirsa may activate an incentive plan reserved for the high executives of the Spanish company. The program, in effect since 2025, contemplates the delivery of up to 1.3 million shares when a corporate control change occurs, such as a merger or an acquisition. At current prices, that package reaches an approximate value of 21 million euros and could benefit around 50 executives.
The maximum amount does not imply that the executives will automatically receive all those shares. The documentation of the plan establishes that the allocation must be calculated pro-rata based on the time elapsed since the start of the different cycles and is linked to the fulfillment of financial, social, and corporate governance objectives. Therefore, the final amount will be lower than the maximum if the stipulated conditions are not met.
The agreement announced between Cirsa and Lottomatica contemplates a merger through the absorption of the Spanish company by the Italian one. Cirsa will cease to exist as an independent legal entity and its shareholders will receive new shares of Lottomatica. The operation still needs to complete its procedures and is expected to culminate in the second quarter of 2027.
The CEO can receive up to 288,275 shares
Antonio Hostench, CEO of Cirsa, is among the beneficiaries of the program. The maximum that could correspond to him amounts to 288,275 shares, whose current value is around 4.6 million euros. That amount represents the limit set by the plan for his position, not a guaranteed payment. The situation is different for Joaquim Agut, president of Cirsa. The top executive of the company does not participate in this incentive scheme, so the eventual allocation of shares does not correspond to him.
The timing of the operation will also influence the amount that is finally delivered. If the transaction obtains the necessary authorizations and is approved during the last quarter of 2026, the estimate included in the information about the plan points to a distribution of approximately 250,000 shares, with a value of about four million euros at current prices.
The difference between that figure and the maximum of 1.3 million responds to the very functioning of the program. The rights associated with the different incentive cycles are not all at the same moment of maturation and the application of the prorating reduces the amount that can be delivered when the change of control occurs before the contemplated periods end.
Furthermore, achieving the objectives set in the plan is necessary to determine what part of the rights ultimately converts into shares. Therefore, the figure of 21 million euros represents the maximum value of the set of planned titles, not the effective cost that the operation will necessarily have.
A merger valued at 2.8 billion for Cirsa
The operation with Lottomatica is structured through a share exchange. The shareholders of Cirsa will receive 0.668 shares of Lottomatica for each share of the Spanish company. With the announced terms, the current shareholders of Cirsa will control 32.5% of the combined group, while the shareholders of Lottomatica will have 67.5%.
Blackstone, the main shareholder of Cirsa, will maintain a 24% stake in the resulting company and will have two seats on its board. Before the integration, Cirsa will also pay an extraordinary dividend of 262 million euros to its shareholders.
The resulting company will have its headquarters in Rome, will maintain offices in Barcelona, and will be listed on both Euronext Milan and the Spanish Stock Exchanges. Lottomatica estimates that the combination will generate cost synergies of around 115 million euros before taxes within three years.
The incentive plan is thus linked to a corporate operation that is still pending completion, while the figures announced for the executives should be understood as potential amounts subject to the conditions established in the program.