Lottomatica to absorb Cirsa as Blackstone takes 24% stake

Lottomatica Group S.p.A. and Cirsa Enterprises, S.A. said on September 2, 2026 that their boards have agreed binding terms for an all-share combination, structured as an EU cross-border statutory merger by absorption. Cirsa will cease to exist as a separate legal entity without liquidation. It affects shareholders in both operators and regulators in Italy and Spain, where the group would rank first. Completion is expected in Q2 2027.

What have Lottomatica and Cirsa agreed?

The merger agreement was signed by Lottomatica, Cirsa and Cirsa’s majority shareholder LHMC Midco S.à r.l., controlled by funds managed by Blackstone Inc. Blackstone and Cirsa management have undertaken to vote in favour.

Notably, the announcement carries no headline transaction value. Trade outlets have since published figures ranging from €2.8 billion to $3.7 billion, none of which appear in the release. The only valuation metric disclosed is that Cirsa’s implied pro forma value, before synergies, equates to a 2026 estimated EV/EBITDA multiple of approximately 6x, based on Cirsa post-IFRS 16 EBITDA of €810 million — the midpoint of its €800–820 million guidance.

Cirsa will pay an extraordinary dividend of €262 million, or €1.56 per share, before the merger takes effect. After closing, Lottomatica’s board intends to propose a further €744 million capital return, part of a stated ambition of up to €4 billion over three years, subject to shareholder approval. The group targets net leverage of 2.0–2.5x, against pro forma net debt to EBITDA of 2.7x at H1 2027.

Why does the merger matter for the gaming industry?

The enlarged group would hold nine leadership positions across a combined addressable market that H2 Gambling Capital sized at €34 billion in August 2026 — a measure of the markets served, not of the company itself. Headquarters and tax domicile stay in Rome, with a secondary Cirsa base near Barcelona, and the shares will trade on Euronext Milan and in Spain.

“The merger of CIRSA and Lottomatica will create one of the world’s leading listed gaming platforms, benefiting from greater scale, broader geographic diversification and enhanced capabilities,” said Lionel Assant, Global Co-Chief Investment Officer of Blackstone and incoming Cirsa Board Vice Chairman. (Lottomatica transaction announcement)

For players, consolidation narrows the field of competing licensed operators in two of Europe’s largest regulated markets, and hands one group broader player-protection and anti-money-laundering duties that regulators in both jurisdictions must supervise. Cirsa has been an active consolidator itself, including its acquisition of Casino Figueira in Portugal earlier in 2026.

What happens next, and what could stop it?

Extraordinary general meetings are due by the end of 2026. Completion also depends on foreign direct investment, antitrust, European Union Foreign Subsidies Regulation and gaming clearances. A further condition is that Cirsa shareholders exercising statutory exit rights represent no more than 5% of paid-up capital. In Spain, filings go to securities regulator the Comisión Nacional del Mercado de Valores (CNMV).

The synergy figure is a target, not a commitment: €101 million is operating cost savings and €14 million assumes higher-cost debt is refinanced at Lottomatica’s current rate. Sector deals also fail late, as Evolution’s termination of its $85 million Galaxy Gaming acquisition showed in July 2026.

FAQ

Q: How much is Lottomatica paying for Cirsa?
A: No headline price was disclosed. It is an all-share merger, and the only valuation reference given is an implied 2026 estimated EV/EBITDA multiple of about 6x.

Q: Will Cirsa continue to exist?
A: No. Cirsa is absorbed into Lottomatica and ceases to exist as a separate legal entity. Its brands and Barcelona-area operations continue under the combined group.

Q: When could the merger complete?
A: Effectiveness is expected in Q2 2027, after shareholder meetings by the end of 2026 and regulatory clearances.

This article is informational analysis only and is not financial or investment advice.

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