Italian gambling group Lottomatica has agreed an all-share merger with Spain’s CIRSA Enterprises, creating a significantly larger international betting and gaming business with leading positions in Italy and Spain.
The transaction is expected to complete in the second quarter of 2027, subject to shareholder and regulatory approvals. Once finalized, Lottomatica will remain the surviving company and the enlarged group will operate under the Lottomatica name.
The companies expect the combined business to generate approximately €2 billion in pro forma adjusted EBITDA. Based on that measure, management expects it to rank as the world’s second-largest publicly listed gaming and sports betting operator, behind Flutter Entertainment.
CIRSA has been valued at roughly six times its expected 2026 EBITDA. The Spanish operator previously forecast full-year EBITDA of between €800 million and €820 million.
Blackstone to Hold 24% of Combined Business
The merger will be completed through an EU cross-border statutory combination in which Lottomatica absorbs CIRSA.
Existing Lottomatica investors are expected to own approximately 67.5% of the enlarged company, while CIRSA shareholders will control the remaining 32.5%. CIRSA investors will receive 0.668 newly issued Lottomatica shares for every CIRSA share they hold.
Blackstone, currently CIRSA’s largest shareholder, is expected to emerge with about 24% of the merged company, making the investment group its biggest individual shareholder. Blackstone will also have the right to nominate two directors to the new board. CIRSA is due to distribute a €262 million special dividend before completion of the transaction.
The companies expect the merger to generate around €115 million of annual pre-tax cash savings through lower operating expenses and financing costs. Those benefits are expected to be fully realized by the third full year following completion.
Management also expects the enlarged company to return as much as €4 billion to shareholders through dividends and share buybacks during the first three years after the deal closes.
Italy and Spain to Remain at the Core
The combination gives Lottomatica greater geographic diversification while maintaining a strong concentration in its two largest European markets.
Around 80% of the combined group’s adjusted EBITDA is expected to come from Italy and Spain. Across its operations, approximately 97% of EBITDA would be generated in markets where the company holds a leading position. The wider business would address markets worth an estimated €34 billion, including operations in Portugal, Mexico and Colombia.
Online betting and gaming would represent about 48% of adjusted EBITDA, followed by distributed gaming at 27% and casinos at 25%.
Lottomatica is also expected to apply its online and omnichannel expertise to CIRSA’s operations, giving the Spanish group additional capacity to expand its digital business.
The scale of the combination is substantial. Lottomatica reported €2.26 billion in revenue for 2025, while CIRSA generated €2.34 billion during the same year.
Current Management Teams to Stay in Place
Lottomatica chairman and CEO Guglielmo Angelozzi is expected to lead the combined group in the same roles. Laurence Van Lancker will remain deputy CEO and chief financial officer.
CIRSA CEO Antonio Hostench and CFO Antonio Grau are also expected to continue managing the Spanish business.
Subject to shareholder approval, the enlarged board would initially consist of Lottomatica’s existing 11 directors plus two additional members nominated by Blackstone.
The merger follows a period of aggressive expansion by CIRSA. The company recently moved into Portugal’s land-based casino sector through the acquisition of a majority stake in the operator of Casino Figueira and entered Paraguay by buying a majority interest in online casino operator Slots del Sol.
CIRSA has also continued to post financial growth. Its second-quarter 2026 operating revenue reached €637 million, while operating profit climbed to €202 million, representing year-on-year increases of 10.1% and 8.3% respectively.
If completed as planned, the Lottomatica-CIRSA combination will significantly expand Lottomatica beyond its Italian base and create a gaming group with major online, retail betting and casino operations across Europe and Latin America.