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Lottomatica CIRSA merger aims for 2027 completion
Lottomatica CIRSA merger seeks regulatory approval and shareholder votes before closing in Q2 2027. The deal includes a 0.668 share swap, a €1.56 dividend, and a €744m capital return plan.
The merger was announced in September after both boards approved a joint plan. The terms were confirmed in a joint statement on October 8, citing reports from SBC Noticias, Democrata and Infobae.
Share exchange, dividend and leadership
CIRSA shareholders will receive 0.668 newly issued Lottomatica shares for each CIRSA share. They will also receive an extraordinary dividend of €1.56 per share, totaling about €262 million. The combined company will keep the Lottomatica name and its Rome headquarters. Guglielmo Angelozzi will remain chairman and chief executive, while Laurence Van Lancker will serve as deputy chief executive and chief financial officer. CIRSA’s operational leaders, Antonio Hostench Feu and Antonio Grau Folguera, will retain their roles.
Lottomatica’s board will grow from 11 to 13 directors, with Blackstone entitled to nominate two. Shares will continue trading on Euronext Milan and, after completion, the company plans to list on Madrid, Barcelona, Bilbao and Valencia exchanges.
Capital return plan
The deal provides for a potential €744 million capital return to shareholders. The company may deliver this through a special dividend, a voluntary partial tender offer, or a combination of both, depending on market conditions and regulatory clearance.
Geographic footprint
The merger combines Lottomatica’s Italian operations with CIRSA’s licences in Spain, Italy, Portugal, Peru, Colombia, Panama, Paraguay and Mexico. Lottomatica recorded €45 billion in betting stakes and €2.3 billion in consolidated revenue in 2025. CIRSA operates in 11 countries. The combined entity will have a broader cross-border presence, potentially increasing its leverage in key European markets.
Regulatory and shareholder steps
Regulatory filings have been submitted in Italy, Spain, Mexico, Morocco and to EU authorities for foreign-subsidy review. BDO Auditores, appointed by the Barcelona Commercial Registry, confirmed the share-exchange ratio was reasonable and that withdrawal rights compensation was sufficient.
Shareholder meetings are scheduled for late November 2026. CIRSA shareholders who vote against the plan may exercise a withdrawal right for €13.20 per share, reduced by any dividends or distributions paid before the merger. The deal will not close if more than 5% of CIRSA’s issued shares exercise that right.
Market implications
The merger will consolidate two sizeable betting operators, tightening competition in key European markets. The €744 million capital return could boost liquidity for shareholders, but its execution hinges on market conditions and regulatory clearance. The share-exchange ratio and extraordinary dividend provide immediate cash flow to CIRSA shareholders, yet long-term value will depend on integration success.
What to watch next
Regulatory approvals in Italy, Spain, Mexico, Morocco and the EU remain pending. The foreign-subsidy review could delay the merger if authorities find conflicts of interest or market-distorting effects. Shareholder votes in late November 2026 will also determine whether the deal proceeds; a vote against the plan could trigger withdrawal rights that may push the deal into limbo.
The merger’s completion will hinge on these approvals. If they materialise, the combined entity could leverage cross-border licences to expand its footprint, but the integration process will test operational resilience and governance structures.
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