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Lottomatica and Blackstone Agree on Terms to Absorb CIRSA

By jili tutorial · September 3, 2026

Lottomatica and Blackstone Agree on Terms to Absorb CIRSA

Lottomatica Group has confirmed to Borsa Italiana that it intends to merge with CIRSA in an all-share transaction. A prospectus released to Milan investors this morning outlined Lottomatica’s plan to lead the combination and secure outright market leadership in Italy and Spain, while creating a stronger platform for growth across South America.

Deal Structure and Key Terms

Under the proposed terms, CIRSA will be absorbed by Lottomatica but will retain its brand and core assets in key markets. The combined business will continue to operate under the Lottomatica name as the legal entity.

CIRSA shareholders will receive 0.668 newly issued Lottomatica shares for every CIRSA share they hold, representing approximately 32.5% of the enlarged company. Existing Lottomatica investors will hold the remaining 67.5%.

While no official valuation has been confirmed, Italian analysts estimate that Lottomatica has placed a corporate value on CIRSA in the range of €2.8 billion to €3 billion (£2.3 billion to £2.5 billion). The merger is expected to create the world’s second-largest listed betting and gaming operator, with combined revenue of more than €4.4 billion and pro-forma adjusted EBITDA of roughly €2 billion for the twelve months ending 30 June 2026.

Lottomatica stated: “The proposed combination will create a global leading sports betting and gaming player, with number one positions in Italy and Spain.”

Blackstone’s Commitment and Stake

Blackstone, the U.S. private equity firm and CIRSA’s majority shareholder, has committed its support to the transaction. Blackstone currently holds around a 75% stake in the Spanish gambling group.

Blackstone first invested in CIRSA in 2018, building up its majority position through subsequent acquisitions from the Lao Hernández family. The fund led CIRSA’s public listing on the Madrid stock exchange in July 2025, beginning the process of reducing its shareholding.

Since the IPO, speculation has grown over Blackstone’s options in CIRSA and the wider Spanish gambling market. Following completion of the merger, Blackstone is expected to become Lottomatica’s largest individual shareholder, controlling approximately 24% of the enlarged company.

Capital Distributions and Synergies

Ahead of the merger, CIRSA will distribute an extraordinary dividend of approximately €262 million, equal to €1.56 per share, to its existing shareholders.

Lottomatica’s board also intends to ask shareholders of the combined company to approve an additional €744 million capital distribution after completion. This may take the form of an extraordinary dividend, a partial share buyback, or a combination of both.

The partners expect the integration to generate around €115 million in annual pre-tax cash synergies by the third full year following completion. Management also forecasts capacity for up to €4 billion in dividends and share buybacks during the first three years after the transaction closes.

Business Combination and Market Reach

The merger brings together Lottomatica’s dominant Italian retail and online operations with CIRSA’s Spanish casino, gaming hall, slot machine, and online businesses. CIRSA will also provide the enlarged group with an established presence in Latin America, including operations in Colombia, Panama, Peru, and Mexico.

Governance, Listing, and Timeline

Lottomatica Chairman and CEO Guglielmo Angelozzi will retain both roles following the merger. The new board will consist of 13 directors: Lottomatica’s existing 11 members plus two additional directors nominated by Blackstone.

The combined group will maintain its principal headquarters in Rome, with a secondary headquarters for CIRSA’s operations in the province of Barcelona. Lottomatica shares will continue to trade on Euronext Milan, while the enlarged company will pursue an additional listing across Spanish stock exchanges. This arrangement effectively replaces CIRSA’s independent market listing, just over a year after the Spanish group completed its IPO.

The transaction is expected to become effective during Q2 2027, subject to approval by both companies’ shareholder meetings and the receipt of all required regulatory and competition clearances.

A Transformative Move for Lottomatica

Lottomatica is recognised as Italy’s largest gambling operator, with a portfolio spanning online gaming, retail betting, and gaming machines. Its brands include Lottomatica, alongside major betting and gaming businesses GoldBet and Planetwin365.

Should the transaction proceed, Angelozzi will deliver on a key corporate objective previously outlined to investors: expanding the business beyond Italy. The CEO had earlier warned markets that Lottomatica was planning a major move to significantly strengthen its standing among global gambling leaders. With this bold and transformative merger, he has now shown his hand.