Cirsa to disappear as a company after merging with Lottomatica
The transaction between Lottomatica and Cirsa is not an acquisition but a merger. In the cross-border merger agreed upon by both boards, the Spanish company will dissolve without liquidation and transfer all its assets to the Italian company, which will remain as the surviving entity. Cirsa communicated the agreement to the National Securities Market Commission, and both companies are targeting the second quarter of 2027 for the closing.
The resulting group would be the world's second-largest publicly traded gaming and sports betting operator by size, with an EBITDA of approximately 2 billion euros, nine leadership positions in various markets, and joint exposure to an accessible market that the parties estimate at around 34 billion euros. The expected annual pre-tax cash savings are around 115 million euros, due to reductions in operational and financial costs, and would not be fully realized until the third full fiscal year after closing.
Blackstone is the piece that is being reconfigured. The American fund, which currently controls 78.4 percent of Cirsa through LHMC Midco, will hold approximately 24 percent of the combined capital, making it the main individual shareholder of the new group. It has committed not to dispose of this stake for three months following the effective date of the transaction, with standard exceptions, and will have two seats on the board if Lottomatica shareholders approve.
Each Cirsa share will be exchanged for 0.668 new Lottomatica shares. Based on this calculation, those who currently hold shares in the Italian company will retain 67.5 percent of the capital, and the shareholders of the Catalan company will hold the remaining 32.5 percent.
The company will continue to be called Lottomatica and will maintain its registered office, headquarters, and tax domicile in Rome, although it will open a second central office in Terrassa, Barcelona, for the operations coming from Cirsa. The shares will continue to be listed on Euronext Milan, and once the merger is closed, they are expected to also be listed on Spanish stock exchanges. The board will have thirteen members, eleven from Lottomatica and two proposed by Blackstone. The executive positions include Guglielmo Angelozzi as Chairman and Laurence Van Lancker as CFO and Deputy CEO, while Antonio Hostench and Antonio Grau will represent Cirsa.
A significant part of the appeal for shareholders lies in the distribution. Before the merger becomes effective, Cirsa will distribute an extraordinary dividend of 262 million euros, which is 1.56 euros per share. Once the corporate and regulatory formalities are completed, Lottomatica's board plans to propose another distribution of 744 million, either as an extraordinary dividend, a voluntary partial share buyback, or a combination of both. In total, the group aims to return up to 4 billion euros to shareholders in the three years following the closing.
None of this is yet definitive. It still requires approval from the general meetings of both companies and authorizations regarding foreign investment, competition, foreign subsidies, and gaming. Blackstone and the key executives of the Catalan firm have already committed to voting in favor.
Cirsa is a Spanish gaming and leisure group based in Terrassa that came under Blackstone's ownership and operates in several markets in Europe and Latin America. Lottomatica is the Italian operator that combines lotteries, betting, and digital channels, and it is the online capability of this structure that the parties want to leverage to accelerate the digitalization of the business contributed by Cirsa.
Tags: Cirsa, Lottomatica, Blackstone, Guglielmo Angelozzi, Terrassa