Lottomatica and Cirsa take their merger to the November board meeting
The merger between Lottomatica and Cirsa now has a voting date. The boards of directors of the two companies approved the common cross-border merger by absorption project and summoned shareholders for the end of November 2026, with the idea of incorporating Cirsa's assets and liabilities into Lottomatica and adding the Spanish stock exchanges to the resulting group without leaving Euronext Milan.
The step was enabled by an independent report. BDO Auditores S.L.P., appointed as an expert by the Mercantile Registry of Barcelona, confirmed that the exchange ratio is reasonable, whereby each Cirsa share converts into 0.668 newly issued ordinary shares of Lottomatica, and approved the EUR13.20 per share allocated to shareholders who choose to exercise their right of disposal.
The financial package accompanying the operation involves distribution. Before the merger becomes effective, Cirsa will pay EUR1.56 per share as an extraordinary dividend, totaling approximately EUR262m, and for the 2026 fiscal year, there will also be up to EUR130m distributable in Lottomatica and up to EUR100m in Cirsa, with a deadline of June 30, 2027. Once integrated, the resulting company will propose an additional EUR744m in capital to be distributed, either through a special dividend, a voluntary offer to repurchase its own shares, or both simultaneously.
On the regulatory front, the two companies state that the path is clear. They completed all required competition notifications with the AGCM in Italy, the Competition Council of Morocco, the National Antitrust Commission of Mexico, and the CNMC in Spain, and submitted the direct foreign investment requests required by Italy and Spain, plus the notification to the European Commission regarding the foreign subsidies regime.
The resulting corporate structure has defined names. Cirsa will be dissolved without liquidation, and Lottomatica will acquire all its assets and liabilities. Guglielmo Angelozzi will continue to lead the combined group as Chairman and CEO, while Antonio Hostench Feu will retain leadership of Cirsa's business. Lottomatica's board of directors will increase from 11 to 13 members, and the two new positions will be appointed by Blackstone, the Spanish company's reference shareholder. The shares will continue to be listed on Euronext Milan, and formal admission will be sought in Valencia, Bilbao, Barcelona, and Madrid, through the Stock Market Interconnection System.
The expected timeline sets the effective closing in the second quarter of 2027, and the contractual deadline expires on December 10 of the same year.
The notifications to Mexico and Morocco are the detail that outlines the real scope of the operation, because they show that what is being merged is not a European business but one with assets distributed across several continents. For Latin America, the relevant point is that Cirsa's casino operations in the region will end up within a listed group whose historical core is state lottery and betting concessions in Italy, with a different profitability logic and a different type of shareholder. The post-merger distribution of EUR744m, added to the previous dividends, also says something about the timing, because the new company starts by returning capital instead of reserving it for investment.
Tags: Lottomatica, Cirsa, merger, Blackstone