Lottomatica and Cirsa have finalized a significant merger agreement that will establish the second-largest publicly listed gaming and sports betting entity globally.
This all-share transaction, announced on Wednesday, is anticipated to conclude in the second quarter of 2027, resulting in a new entity boasting a pro forma adjusted EBITDA of approximately €2 billion ($2.3 billion).
Before accounting for synergies, Cirsa's implied pro forma valuation corresponds to about 6 times its projected 2026 EV/EBITDA, which is estimated to fall between €800 million and €820 million, as per the operator's latest earnings report.
According to the joint press release, the merged company will have dominant market shares in Italy and Spain, pursuing dual listings on both the Milan and Spanish stock exchanges. With an accessible market of up to €34 billion, the company will encompass various regions, including Portugal, Mexico, and Colombia.
The merger is expected to enhance Cirsa's online gaming expansion through Lottomatica's established online and omnichannel capabilities.
Guglielmo Angelozzi, chairman and CEO of Lottomatica, emphasized that the merger would create a more diversified enterprise with considerable growth potential. "By merging Lottomatica and Cirsa, two highly successful companies, we establish an undisputed leader in Italy and Spain, two of the most prominent gaming markets globally, along with strong positions in several other rapidly growing markets," he stated.
Antonio Hostench, CEO of Cirsa, expressed enthusiasm for this partnership: "I am thrilled to begin this exciting journey together. The union of Cirsa and Lottomatica will forge a world-class diversified gaming leader with strong positions in its core markets and considerable opportunities for accelerated profitable growth."
As part of the agreement, Lottomatica will absorb Cirsa through a statutory cross-border merger, with Lottomatica remaining the surviving entity. Upon completion, Lottomatica shareholders are projected to own roughly 67.5% of the new company’s share capital, while Cirsa shareholders will retain 32.5%. Cirsa shareholders will receive 0.668 newly issued Lottomatica shares for each Cirsa share they hold.
Blackstone, Cirsa's largest shareholder, is positioned to become the primary stakeholder in the merged company, maintaining about 24% of the share capital. The merger is expected to yield around €115 million in annual pre-tax cash synergies from operational expenditures and interest cost savings, anticipated to be realized by the third year post-merger.
Leadership roles are predefined, with Angelozzi set to be the chairman and CEO of the newly formed organization, while Laurence Van Lancker, Lottomatica's deputy CEO and CFO, will continue in the same capacity. Hostench and Antonio Grau, Cirsa's CFO, will retain their leadership positions at Cirsa.
Upon the merger's completion and following approval from Lottomatica's general shareholders meeting, the board of the combined entity will consist of the current 11 Lottomatica directors plus two directors nominated by Blackstone.
This merger positions the companies to form a "global gaming champion." Lottomatica reported a revenue of €2.26 billion for its FY2025, while Cirsa achieved a FY2025 revenue of €2.34 billion. The newly merged entity is projected to surpass competitors such as Bally’s Intralot, Entain, and Allwyn, securing the title of the second-largest listed gaming operator globally, only behind Flutter Entertainment, based on combined adjusted EBITDA.
Approximately 80% of the new company’s EBITDA is expected to derive from Italy and Spain, with 97% originating from markets where it holds leading positions. Online sports betting is predicted to account for 48% of adjusted EBITDA, alongside distributed gaming at 27% and casino operations at 25%. Van Lancker commented that the merger will merge the advantages of both firms, resulting in a larger and more diversified entity capable of driving growth and enhancing value.
The expanded group aims to provide up to €4 billion in capital returns within three years following the merger's completion. Cirsa's recent aggressive acquisition strategy includes securing a majority stake in Sociedade Figueira Praia, S.A., which operates Casino Figueira in Portugal.
Before this, Cirsa entered the Paraguayan market by acquiring the online slots operator Slots del Sol and took over the significant Peruvian operator Apuesta Total in 2024. Since 2015, Cirsa has successfully completed over 130 acquisitions.
