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Lottomatica to Acquire Cirsa in $3.2 Billion All-Share Deal to Form Gaming Giant
Italian gaming company Lottomatica (BIT:LTMC) announced it will acquire Spain’s Cirsa Enterprises SAU (BME:CIRSA) in an all-share transaction, a move that will create one of the world's largest publicly listed gaming and sports-betting operators.
Deal Structure and Valuation
Under the terms of the agreement announced Wednesday, Cirsa shareholders will receive 0.668 newly issued Lottomatica shares for each Cirsa share they hold. The deal values Cirsa at approximately €2.8 billion ($3.2 billion), representing a premium of about 21% to Cirsa's closing price on Tuesday, based on Lottomatica's September 1 stock price.
Following the merger's completion, current Lottomatica shareholders will own approximately 67.5% of the combined entity, with Cirsa shareholders holding the remaining 32.5%. Private equity firm Blackstone, which controls Cirsa, is set to become the enlarged company's largest individual shareholder with a stake of about 24%.
Strategic Rationale and Financial Outlook
The merger is designed to give Lottomatica significant international scale by integrating Cirsa's established operations across Spain and other markets. The deal combines Lottomatica's strong position in Italy and its growing online segment with Cirsa's diverse portfolio of casinos, slots, and online betting.
AdThe combined company is projected to generate pro forma adjusted EBITDA of around €2 billion and annual revenue exceeding €4.4 billion. The companies anticipate the merger will yield approximately €115 million in annual pretax cash synergies.
Shareholder Returns and Timeline
Ahead of the merger's effective date, Cirsa intends to pay its shareholders an extraordinary dividend of €262 million. After the deal closes, Lottomatica plans to propose an additional €744 million capital return to the new shareholder base, which could take the form of a partial voluntary tender offer, another special dividend, or a combination of both.
The transaction is expected to become effective in the second quarter of 2027.
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