Lottomatica has agreed to absorb Spanish operator Cirsa through an all-share cross-border merger that will combine two of Southern Europe’s largest gambling groups.
Under the agreement, Cirsa shareholders will receive 0.668 newly issued Lottomatica shares for each Cirsa share.
Existing Lottomatica shareholders will own approximately 67.5% of the resulting operator, while Cirsa shareholders will hold 32.5%.
Blackstone, which controls Cirsa through LHMC Midco, is expected to retain approximately 24% of the combined operator. This would make it the largest individual shareholder.
The board is expected to include Lottomatica’s existing 11 directors alongside two directors nominated by Blackstone.
Cirsa will distribute an extraordinary dividend of approximately €262m ($303.3m), equivalent to €1.56 per share, before completion.
The combined group also plans a €744m capital return after closing, with total shareholder returns of up to €4bn targeted during the following three years.
The operators expect approximately €115m in annual pre-tax synergies within three years. This includes €101m from operating costs across procurement, technology, trading and shared services, alongside around €14m from lower interest costs.
The transaction follows Cirsa’s Spanish stock market listing in July 2025, after Blackstone had owned the business since 2018. Blackstone retained a 78% stake following the IPO. Cirsa generated H1 2026 net operating revenue of €1.26bn and EBITDA of €396m, increases of 9.1% and 8.4% respectively.
Lottomatica enters the transaction as Italy’s largest online gambling operator by market share. Its total online share reached 31.6% in Q2 2026.
The Italian market is undergoing a concession restructuring that has increased regulatory and financial requirements for online operators.
Cirsa will cease to exist as a separate legal entity when the merger becomes effective. Lottomatica will retain its name and Rome headquarters, with a secondary headquarters in Barcelona province. Its shares will remain listed in Milan and are expected to begin trading on Spanish exchanges.
Completion is targeted for Q2 2027 and remains conditional on shareholder votes, mandatory regulatory clearances and Cirsa shareholder exit rights remaining below 5%.
In July, Lottomatica reported H1 2026 revenue of €1.18bn, with adjusted EBITDA rising 10% to €465.3m and statutory net profit reaching €116m. Online revenue increased 13% to €525.1m as its market share continued to expand.
The combined operator is expected to generate approximately €2bn in pro forma adjusted EBITDA based on the 12 months to June 2026
