Lottomatica-CIRSA Merger Creates Europe's #2 Gaming Giant

⏱ 3 min read

Lottomatica and CIRSA announced a binding all-share cross-border merger on 2 September 2026, creating Europe's most powerful land-based and online gaming operator outside the UK. The combined group would post pro forma adjusted EBITDA of approximately €2 billion, ranking it second globally among listed gaming companies behind only Flutter Entertainment.

The deal brings together €4.6 billion in combined 2025 revenues — €2.26 billion from Lottomatica and €2.34 billion from CIRSA — spanning Italy, Spain, and a further seven regulated markets including Colombia, Mexico, Panama, Peru, Portugal, and Morocco. Under the terms, Lottomatica shareholders retain 67.5% of the merged entity and CIRSA shareholders receive 32.5% via a share exchange ratio of 0.668 newly issued Lottomatica shares per CIRSA share.

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Deal Structure and Ownership

The transaction is structured as an EU cross-border statutory merger, with CIRSA Enterprises absorbed into Lottomatica Group as the surviving listed entity. Blackstone, CIRSA's controlling shareholder, transitions into the combined group's single largest shareholder at approximately 24%. Lionel Assant, Blackstone Global Co-Chief Investment Officer, described the outcome as creating "one of the world's leading listed gaming platforms."

Shareholders will receive an extraordinary pre-closing dividend of €262 million (€1.56 per CIRSA share), followed by an initial post-closing capital return of €744 million via tender offer or dividend. A three-year share buyback and capital return programme of up to €4 billion is also planned. The combined board will have 13 directors — 11 existing Lottomatica nominees plus two Blackstone nominees — with the group maintaining dual listings on Euronext Milan and the Spanish exchange.

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Financial Scale and Synergies

Management is targeting €115 million in annual pre-tax cash synergies by year three post-completion, sourced from procurement, technology, trading and risk management, and shared services — though some analyst estimates put the achievable range closer to €150 million. Net leverage at completion (expected H1 2027) is projected at 2.7x, with a medium-term target of 2.0–2.5x.

Not everyone is impressed by the synergy case. Regulus Partners described the targets as "staggeringly unambitious" given the scale of the combined group — suggesting the real financial upside may lie in revenue rather than cost efficiencies.

Metric	Lottomatica (Standalone)	CIRSA (Standalone)	Combined Pro Forma
FY2025 Revenue	€2.26 billion	€2.34 billion	~€4.6 billion
Adj. EBITDA (2026E)	~€1.18 billion	€800–820 million	~€2 billion
Net Leverage (at close)	—	—	2.7x (target: 2.0–2.5x)
Synergy Target (Yr 3)	—	—	€115 million p.a.
Capital Return Programme	—	—	Up to €4 billion (3 years)

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Combined Market Footprint

Italy will account for 57% of combined adjusted EBITDA, Spain 23%, and other markets 20%. Together the two home markets generate 80% of group EBITDA — and in every one of their nine active markets, the combined group holds a #1 or #2 competitive position.

The operational scale is significant:

• 450 venues and 85,000+ gaming machines (CIRSA alone)
• Approximately 2,300 sports betting points across CIRSA's network
• Online and sports betting: 48% of combined revenue mix
• Distributed gaming: 27%; casino: 25%

Leadership remains stable: Guglielmo Angelozzi continues as Chairman and CEO, Laurence Van Lancker as Deputy CEO and CFO, and CIRSA's Antonio Hostench heads Spanish operations as Deputy CEO. Primary headquarters stay in Rome, with a secondary base in Barcelona province.

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Regulatory Path to Close

The merger faces a multi-jurisdictional approval queue before it can formally complete. Key milestones are:

• Q3 2026: Joint merger plan and shareholder documents filed
• Q4 2026: Extraordinary general meetings of both companies
• Q1 2027: Antitrust clearance (Italy, Spain, EU Commission threshold review), gaming license change-of-control approvals across nine jurisdictions, and foreign direct investment (FDI) screening in relevant markets
• Q2 2027: Expected completion

The Italian and Spanish antitrust reviews carry the most execution risk. Both regulators have been active in scrutinising gaming market concentration, and the combined group's dominance in retail gaming in each country may prompt remedies — potentially including asset disposals or behavioural commitments.

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Impact on Operators and Bettors

For rival operators, the merger concentrates distribution, technology procurement, and regulatory leverage in two of Europe's most profitable markets. Smaller Italian and Spanish operators — particularly in the retail and amusement-with-prize (AWP) machine segment — face a counterparty with vastly greater negotiating power on everything from machine supply to real-estate lease terms.

For bettors in Italy and Spain, the practical near-term impact is limited: two separate brands, product suites, and platforms will continue operating post-close. The longer-term concern is competitive pressure on odds quality and promotional activity if the merged group exploits its market position to reduce acquisition spend. Regulators in both markets are likely to monitor pricing behaviour closely as part of any licence approval conditions.

The deal also redraws the global gaming M&A landscape. With Flutter and now Lottomatica-CIRSA occupying the top two slots by listed EBITDA, mid-tier European operators face pressure to consolidate or seek niche positions. Analysts at CDC Gaming noted that Blackstone's pivot from full ownership of CIRSA to a ~24% stake in the listed combined group signals confidence in the public market valuation story — and leaves the door open for further secondary sales as the integration matures.

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Sources

Primary company and regulatory filings cited first, followed by specialist trade coverage.

With the combination of Lottomatica and CIRSA, two extremely successful companies, we create the undisputed leader in Italy and Spain, among the best gaming markets globally — a solid recipe.

— Guglielmo Angelozzi, Chairman & CEO, Lottomatica Group · Transaction announcement, 2 September 2026