Lottomatica-CIRSA Merger: Key Terms and Shareholder Impact

Key Points

• Lottomatica and CIRSA have both officially signed off on the merger plan, now the shareholder meetings are set to go down in late November 2026.
• CIRSA investors get the deal done with 0.668 Lottomatica shares and a €1.56 dividend thrown in, while Lottomatica has planned to hand back €744m once the merger is done.
• And it’s Blackstone that becomes the largest shareholder, but with a catch: they will have a lockout period that will raise a lot of questions about how this is all going to play out.

Boards Sign Off on the Details, Now It’s the Shareholders’ Turn

It’s been five weeks since the deal announcement sent Lottomatica’s share price down by almost 10%. Well the big news is that the legal side of things is now all wrapped up. On 8 October 2026, the boards of Lottomatica and CIRSA gave the merger the green light, locking in the exchange rate at 0.668 new Lottomatica shares for each CIRSA share. As well as giving the go-ahead, they also filed the competition paperwork in Italy, Spain, Mexico and Morocco.

Now we are at the point where the shareholders need to get involved, first up Lottomatica will be meeting on 23 November 2026, while CIRSA is scheduled to meet on either 25 or 26 November 2026. That will also be the time when Lottomatica decides on enlarging its board from 11 to 13 members, and Blackstone will get to put in two of the new members.

Once the merger goes through, CIRSA as a separate company will cease to exist, with no liquidation process involved. Lottomatica will pick up all of the assets and liabilities of the Spanish company, it will keep the CIRSA name and its Rome HQ. But that’s still a few months ahead, regulators have to give the deal the okay first, and that is still expected to happen before the second quarter of 2027.

And How the Shareholders Get Their Payouts

It’s cash that will be driving this deal, starting with a €262 million dividend that CIRSA will dish out to its investors before the merger happens. And to make it even sweeter each CIRSA investor will get €1.56 per share.

Then there are the normal 2026 dividends, but there are some conditions attached to these. Both Lottomatica and CIRSA will be paying these by 30 June 2027, but only up to a certain amount. Lottomatica’s will be capped at €130 million, while CIRSA’s will be at €100 million. Of course, all of that is subject to approval from the relevant corporate bodies, so these dividends may not actually happen.

But there is a safety net to fall back on, if Lottomatica and CIRSA don’t get the ordinary dividends sorted before the merger goes through, then CIRSA will get a chance to top up the dividend. Alternatively Lottomatica will propose post-merger dividends so that both groups get the 2026 payouts they are expecting.

After all of this is done and dusted, Lottomatica is planning to return around €744 million to its shareholders, either as a special dividend, a partial buyback or a combination of both. And that is all part of a wider plan to return around €4 billion to shareholders over the next three years, pending their approval of course.

Inside a €2 Billion EBITDA Tie-Up

On paper the enlarged group looks pretty impressive, ranking second in the world among listed gambling operators, well behind Flutter Entertainment, but who’s counting. The pro forma adjusted EBITDA they’re working with is around €2 billion, which is largely due to a strong presence in Italy and Spain.

You’d think the expected savings would be a lot bigger to match such a massive figure, but that doesn’t look like the case. Management is saying they should be able to cut costs by around €115 million a year by the third full year, split roughly between €101 million of operating costs and €14 million of interest. The interest saving comes from refinancing CIRSA’s more expensive debt at Lottomatica’s lower borrowing rates, basically getting a better deal.

Both of the companies in question were in a pretty good place when they sat down to talk, but they don’t have the same profit profile. In the first half of 2026, Lottomatica’s adjusted EBITDA rose by 10 per cent to €465.3 million, which they managed to do at a profit margin of 39.4 per cent. Over the same period, CIRSA’s EBITDA grew by 8.4 per cent to €396 million, but at a much lower margin of just 31.4 per cent.

From Market Panic to a Narrow Price Spread

When the plan was first announced on September 2nd 2026, investors went into a bit of a tailspin, Lottomatica shares dropped by 9.6 per cent by mid-morning, and CIRSA stock shot up by 17 per cent. A lot of people had probably been expecting Lottomatica to just stick to being an online business focused on Italy.

Six weeks on though, and prices are looking a lot calmer. As of October 13th 2026, MarketScreener’s Borsa Italiana feed was showing Lottomatica near €24.39 and CIRSA near €17.80.

At those prices, the exchange ratio plus the extra dividend they’re offering sort of puts CIRSA’s value at around €17.85 each. A spread of only around 0.3 per cent is usually a good indicator that traders think the deal is going to close, but that’s not a hard and fast rule, timing, dividends and interest rates all have their say too.

Lottomatica’s CEO Guglielmo Angelozzi has been saying all along that he doesn’t think there’s much risk here. He’s told analysts that the deal promises “stable and predictable growth”, but at the same time he’s also warned that a lot of failed industry mergers tend to be because the companies involved are just not up to scratch. He’s said that CIRSA doesn’t need any turnaround help.

Part of a Larger Consolidation Wave in Europe

These two are certainly not the only players in this space, and the bigger picture is pretty important for the smaller guys. There’s been a lot of consolidation in the industry in Europe recently, like Banijay buying Tipico and FDJ United taking over Kindred, and this deal has been linked to that a couple of times in reports.

For CIRSA itself though, the merger is a bit of a short-lived experiment, they went public at €15 a share back in July 2025, so their separate listing won’t last more than two years.

Expert Analysis: But Isn’t Blackstone The True Winner Here?

In our view, the one who seems more relaxed in this transaction is Blackstone rather than either party of public shareholders. This is obviously an opinion, but the chronology supporting it is clear.

Blackstone acquired CIRSA in 2018 and IPO’ed it in July 2025. In April 2026 it sold some of its shares, cutting down its shareholding to 74 per cent. Then it trades this stake for about 24 per cent of the bigger and more liquid Milan-listed company.

Blackstone has a lock-up period of three months post-completion, except for the usual exemptions. In our understanding, it is not a long-term commitment, but rather a good path to an exit that can be made in the future. There is no information about Blackstone’s plans to sell the shares, and it may well remain. But the structure allows it to withdraw.

Moreover, the history of Lottomatica gives additional flavour. Its previous private equity holder, Apollo, had sold the last 21.3 per cent of its stake in June 2025. One fund has just withdrawn, while another comes in as a leading shareholder.

CIRSA dissenting shareholders have almost no powers here. In case of refusal of the deal, they get the statutory exit price equal to €13.20 per share minus all dividends declared prior to the completion date. Considering the extraordinary dividend, it results in at most €11.64, which is much lower than recent quotations of CIRSA shares. With its 74 per cent stake Blackstone’s vote is nearly pre-determined. Thus, Lottomatica’s meeting on 23 November 2026 should be regarded as a key event due to shareholders’ dilution.

There were reasonable criticisms. For instance, Regulus Partners has called the targets of the deal “staggeringly unambitious”. We agree with part of this criticism.

Firstly, savings of €115 million out of total €2 billion EBITDA constitute only 6 per cent, which is a relatively modest promise for such a merger.

Our second objection is related to the shift in the substance owned by investors. According to our research, CIRSA creates 53 per cent of its underlying operating profit from casinos and betting halls. Also, its margins are eight points lower than those of Lottomatica. Therefore, the profile of Lottomatica, which was appreciated by investors thanks to the online-led business model, becomes more diverse.