Cross-Border Gaming Merger
Lottomatica and Cirsa Plan World-Scale Merger to Create Giant Gaming Operator
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Key Points
1
CIRSA shareholders who vote against the merger have a statutory exit right under Spanish law for 20 calendar days after the general meeting, at cash compensation of €13.20 per share.
2
The deal values CIRSA at about €2.8 billion and implies a pre-synergy EV/EBITDA multiple of around 6x based on CIRSA's 2026 EBITDA of about €810 million (post-IFRS 16).
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Blackstone would end up owning roughly 24% of the combined company and secure two seats on a 13-member board; it has also agreed to a three-month lock-up on its stake after the merger.
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Cirsa plans to float on the Spanish stock exchanges in June 2025, outlining a pre-merger liquidity step ahead of the integration.
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Completion is targeted for the second quarter of 2027, with the deal still subject to shareholder and regulatory approvals.
Lottomatica and Cirsa have agreed to merge in an all-share deal that will create the world's second-largest listed gaming and sports-betting operator. Yahoo Finance reports the combined company will have roughly €2 billion in annual EBITDA and more than €4.4 billion in revenue. Cirsa shareholders will receive 0.668 newly issued Lottomatica shares for each share they own, valuing Cirsa at about €2.8 billion.
Blackstone, which backs Cirsa, will own roughly 24% of the merged entity and secure two seats on a 13-member board. European Gaming reports the deal targets completion in the second quarter of 2027 and is still subject to shareholder and regulatory approvals. The combined group will keep the Lottomatica name, be based in Rome, and trade on both Milan and Spanish exchanges.
How the Deal Reshapes Ownership
Current Lottomatica shareholders will hold about 67.5% of the combined company, while Cirsa investors get 32.5%. Blackstone emerges as the largest single shareholder at 24%, with a three-month lock-up on its stake after closing. Gambling News notes the deal includes a €262 million extraordinary dividend from Cirsa before the merger and a planned €744 million capital return afterward.
Valuation and the Price Tag for Cirsa
The deal values Cirsa at €2.8 billion and implies a pre-synergy earnings multiple of around 6x based on Cirsa's expected 2026 EBITDA of about €810 million. ShareCast reports Lottomatica shares fell 9.8% on the announcement, reflecting investor concerns about the all-share structure and dilution. The exchange ratio of 0.668 shares means Cirsa holders give up significant stake in the enlarged group.
Exit Rights and Cirsa's Path to a Spanish Float
Spanish law gives Cirsa shareholders who vote against the merger a 20-calendar-day statutory exit window to demand cash compensation of €13.20 per share. World Casino Directory reports Cirsa plans to list on Spanish stock exchanges in June 2025, giving shareholders a liquidity opportunity before the integration wraps up. This float will run ahead of the planned second-quarter 2027 merger close.
Synergies and the Strategic Fit
The merger locks in strong market positions in Italy and Spain while targeting growth in online gaming. European Gaming notes the combined group expects cost savings and financing improvements from the deal. Cirsa's leadership will continue to run the Spanish business as part of the enlarged group, with headquarters in Rome and a secondary hub near Barcelona.
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