Lottomatica to Acquire Spain’s Cirsa to Form Global Gaming Giant

Italian gaming operator Lottomatica has announced an agreement to absorb Spanish gambling operator Cirsa in an all-share transaction. The transaction will combine two prominent European gaming entities to establish the world’s second-largest publicly listed gaming and sports-betting operator. Under the agreed terms, U.S. private equity firm Blackstone – currently Cirsa’s primary owner – will become the largest single shareholder in the combined entity.

Transaction Structure and Governance

The transaction is structured as an absorption of Cirsa by Lottomatica, with ownership and leadership designated as follows:

• Share Exchange: Cirsa shareholders will receive 0.668 new Lottomatica shares for each Cirsa share held.

• Ownership Breakdown: Existing Lottomatica shareholders will hold approximately 67.5% of the combined company, while Cirsa shareholders will hold 32.5%. Blackstone will retain an approximate 24% stake, making it the principal individual stakeholder.

• Executive Leadership: Guglielmo Angelozzi, current Chairman and Chief Executive Officer of Lottomatica, will serve as Chairman and CEO of the combined group.

• Board Composition: The board of directors will comprise Lottomatica’s 11 current members alongside two new directors nominated by Blackstone.

• Headquarters and Listings: The company will maintain its primary headquarters in Rome, with secondary operational headquarters in Barcelona. The consolidated business will retain the Lottomatica name and list shares on Euronext Milan and Spanish stock exchanges.

Financial Metrics and Synergies

The combined enterprise reported pro forma adjusted earnings before interest, taxes, depreciation, and amortization (EBITDA) of approximately €2 billion ($2.32 billion) for the 12-month period ending June 30.

Prior to closing, Cirsa will distribute an extraordinary dividend of €262 million (€1.56 per share) to its existing shareholders. The companies project €115 million in annual pre-tax cash synergies, which are expected to be fully realized by the third full year following transaction completion. The combined group plans to authorize up to €4 billion in capital returns through dividends and share buybacks over the three years post-closing.