Lottomatica to acquire CIRSA in all-share merger to create European and Latam giant
Italian omnichannel operator to take ownership of Sportium parent company and says the combined entity will be second only to Flutter among public operators in terms of EBITDA
Lottomatica and CIRSA have agreed to an all-share merger which will see the Italian giant absorb the Spain- and Latam-focused omnichannel operator in a major M&A move.
Bosses said the combination would create the “second-largest listed gaming and sports betting operator globally” with a combined adjusted EBITDA of around €2bn (£1.71bn), although investors reacted negatively to the news, as Lottomatica shares slumped 11% in early trading on the Euronext Milan.
Under the proposed transaction, CIRSA shareholders will receive 0.668 newly issued Lottomatica shares for each CIRSA share held.
The combined entity, which will be known as Lottomatica, will be listed on the Milan Stock Exchange and be admitted to trading on the Spanish Stock Exchanges once the deal completes, which is expected to be Q2 2027.
CIRSA, which owns brands including Apuesta Total, CasinoPortugal and Sportium, went public last summer at an IPO price of €15 per share.
Post-completion, current Lottomatica shareholders are expected to own 67.5% of the share capital, while CIRSA shareholders will hold the remaining 32.5%.
Blackstone, CIRSA’s largest shareholder, is set to become the principal shareholder in the combined entity with around 24% in share capital.
Before the transaction completes, CIRSA will also issue an extraordinary dividend totalling €262m (€1.56 per CIRSA share).
Post-transaction, the combined company will launch a capital return scheme amounting to €774m to be implemented via a special dividend, a voluntary partial offer for treasury shares, or both.
Why do this deal?
Lottomatica management said the transaction would give the combined business “undisputed leadership positions in Italy and Spain, with exposure to a diversified portfolio of highly attractive, high-growth markets”.
That would include nine leadership positions across the globe. Lottomatica controls about 30% (excluding lottery) of the market in Italy, where brands like the eponymous Lottomatica, as well Planetwin365, GoldBet and BetFlag, have made it a local hero.
Planetwin365 was previously owned by SKS365, which Lottomatica snapped up for more than €600m in 2023.
Lottomatica also stated it had found around €115m in “highly visible” pre-tax cash synergies per year from operating expenditure and interest cost savings.
The opex savings total around €101m and are expected to be found across procurement, tech, trading, shared services and administrative services. Those are expected to be realised by the third year post-completion.
As per H2 Gambling Capital, which EGR parent Burghclere acquired earlier this year, Italy’s online market is expected to break the €9bn barrier in 2030.
H2 Gambling Capital was also referenced in the Lottomatica presentation deck regarding the transaction.
Both the boards of Lottomatica and CIRSA have approved the deal, with extraordinary general meetings at both companies to be held in Q4.
The merger is expected to obtain the final regulatory approvals required in Q1 2027.
The size of the group
Lottomatica said the combined group would derive 57% of its adjusted EBITDA from Italy, 23% from Spain and 20% from the Rest of the World.
Almost half (48%) would be driven by online sports betting and igaming, with land-based casinos (25%) and retail betting and gaming (27%) making up the remainder.
CIRSA runs a host of casinos across its operating footprint, while both firms have significant retail presences.
Taking Lottomatica’s 2026 EBITDA guide of €940m to €980m and CIRSA’s forecast of €800m to €820m, bosses said the entity would sit behind only Flutter as the second-largest listed operator globally, and above Allwyn and Entain.
Bosses also noted a “sector-leading pro forma adjusted EBITDA margin” of over 40%.
Guglielmo Angelozzi, Lottomatica CEO and chair, said: “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, complemented by leadership positions in other very high growth geographies.”
Antonio Hostench, CIRSA CEO, added: “The combination of CIRSA and Lottomatica creates a world-class diversified gaming leader with leading positions across its core markets and significant opportunities to accelerate profitable growth.”
While Lottomatica shares tumbled on the announcement, CIRSA stock is up 15% to almost €16 at the time of writing.
Strategic advisory firm Regulus Partners said in a note there was “plenty to like about the deal”, while remarking that the merger feels “very safe for both sides, but distinctly unexciting”.
Regulus Partners added: “If it is conservatively run, it risks being a low-growth conglomerate with few synergies beyond comforting linguistic and cultural similarities – and just enough revenue diversification to justify the tag ‘global’ while diluting focus everywhere.
“The real synergies are topline and strategic, in our view, which requires more investment and more boldness than the optics suggest.”
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