Italian gambling group Lottomatica is absorbing Spain’s CIRSA in an all-share merger that creates the world’s second-largest listed gaming and sports betting operator by adjusted EBITDA. The deal values CIRSA at around €2.8 billion and puts together two businesses with more than €4.4 billion in combined annual revenue and pro forma adjusted EBITDA of roughly €2 billion.
CIRSA shareholders get 0.668 newly issued Lottomatica shares for each CIRSA share they hold, which values each one at €16.55 and works out to a premium of just over 21% on its Sept. 1 closing price. Lottomatica’s existing shareholders end up with about 67.5% of the combined company and CIRSA investors with the other 32.5%. CIRSA will also pay out an extraordinary €262 million dividend, or €1.56 per share, before the merger takes effect.
The Lottomatica name stays, as does the Rome headquarters, with CIRSA getting secondary headquarters in Barcelona. Lottomatica chairman and CEO Guglielmo Angelozzi will run the group, and deputy CEO and CFO Laurence Van Lancker keeps both titles. CIRSA CEO Antonio Hostench and CFO Antonio Grau are staying on the senior management team too.
Lottomatica comes into this as Italy’s largest gambling operator, with 2025 revenue of €2.26 billion, adjusted EBITDA of €856 million, and €45 billion in wagers. Its online market share hit 31.3% last year, split between 32.4% in online sports betting and 31.5% in iGaming. Management is expecting adjusted EBITDA of €940 million to €980 million in 2026, with most earnings currently coming from online betting and gaming alongside a large Italian retail network.
CIRSA brings €2.34 billion in operating revenue and €753.5 million in operating profit from 2025, with operations across Spain, Italy, Latin America, Morocco, and more recently Portugal and Paraguay. It’s the largest casino operator in Spain, Colombia, Panama, Peru, Costa Rica, and the Dominican Republic, while the Spanish side also covers gaming halls, slot machines, and online betting. The group added four casinos in Peru and one in Marrakech during 2025, then picked up Casino Figueira in Portugal and Paraguay’s Slots del Sol this year.
Blackstone ends up as Lottomatica’s largest individual shareholder, converting its majority CIRSA holding into roughly 24% of the merged company. The private equity firm took control of CIRSA from the Lao Hernández family in 2018 and still held around three-quarters of the business after its Madrid stock market debut in July 2025. It gets the right to nominate two directors, which expands Lottomatica’s board from 11 members to 13.
Lottomatica is projecting around €115 million in annual pre-tax cash savings within three years of closing, roughly €101 million of it from operating costs and another €14 million from cheaper financing. Procurement, technology, trading and risk management, shared services, and corporate costs are the areas being targeted, though getting there is expected to cost about €120 million over the same period. The company also wants to use its own technology and online operations to speed up CIRSA’s digital business, which currently makes up a much smaller share of CIRSA’s earnings.
Italy and Spain will produce around 80% of the merged group’s EBITDA, with Italy at 57%, Spain at 23%, and everywhere else at 20%. Online gaming and sports betting accounts for about 48% of EBITDA, distributed gaming for 27%, and casinos for 25%. CIRSA also opens up a far wider geographic footprint, with management putting the combined company’s addressable market at roughly €34 billion in 2026, more than double the €16 billion Lottomatica could reach on its own.
Investors split sharply on the news, sending CIRSA shares up around 15% on Sept. 2 while Lottomatica dropped 9.5% in early trading. JPMorgan analysts called Spain a logical next market for Lottomatica after its Italian growth, while Jefferies warned that Lottomatica shareholders may take more convincing. The companies are also planning up to €4 billion in dividends and share buybacks across the three years after the deal, including €744 million in additional capital returns once it completes.
Completion is expected in the second quarter of 2027, subject to shareholder and regulatory approvals. CIRSA will stop existing as a separate legal entity once the cross-border merger goes through, leaving Lottomatica as the surviving company, trading on Euronext Milan and the Spanish stock exchanges.