Lottomatica–CIRSA merger: votes expected 23 and 25 Nov

Lottomatica Group, which describes itself as the leader in the Italian gaming market, plans to absorb Spain's CIRSA. On 8 October 2026 the boards of both companies approved the common merger plan for a cross-border merger by absorption, first announced on 2 September. Lottomatica is the absorbing company and survives. CIRSA would cease to exist as a separate company, without liquidation, and Lottomatica would take over all its assets and liabilities.

Nothing is final yet. Shareholders of both companies still have to vote, and competition, foreign-investment and gaming regulators have to clear the deal.

The terms

• Exchange ratio: each CIRSA share would be exchanged for 0.668 newly issued Lottomatica shares, with no cash component.
• Dividend before the merger: CIRSA would pay its shareholders an extraordinary dividend of €1.56 per share, about €262 million in total, no later than the business day before the merger takes effect.
• 2026 dividends: the companies expect both groups to pay ordinary dividends for 2026 by 30 June 2027, subject to legal conditions, of up to €130 million at Lottomatica and up to €100 million at CIRSA.
• Capital return after the merger: once the merger is effective, Lottomatica's board intends to propose a €744 million capital return to shareholders, through a special dividend, a voluntary partial tender offer for its own shares, or both.

BDO Auditores, appointed as independent expert by the Barcelona Commercial Registry, issued a report on 8 October confirming that the exchange ratio is fair and the cash exit price is adequate.

CIRSA's majority shareholder is LHMC Midco, a Luxembourg company controlled by funds managed or advised by Blackstone. It held 74.232% of CIRSA when the merger agreement was signed on 1 September.

The exit right for CIRSA shareholders

CIRSA shareholders who vote against the merger can use a statutory exit right under Spanish law (*derecho de separación*) and sell their shares for €13.20 each in cash. That price is the average CIRSA share price over the three months to 1 September 2026. It is reduced by any dividends CIRSA pays them before the merger takes effect.

The exit right is also tied to a condition of the deal: the merger requires that the exit right is used for no more than 5% of CIRSA's shares, although Lottomatica, CIRSA and LHMC can waive this condition by written agreement. Lottomatica shareholders get no withdrawal right (*diritto di recesso*) from this merger.

Votes and timetable

• 23 November 2026: Lottomatica's extraordinary shareholders' meeting is expected to vote on the plan, according to the independent expert's report. Lottomatica also needs an ordinary meeting to approve two extra board seats.
• 25 November 2026: CIRSA's extraordinary general meeting in Terrassa, at 11:30 on first call (second call 26 November). CIRSA expects it to take place on first call.
• Q2 2027: when the companies expect the merger to take effect.
• 10 December 2027: the long-stop date. If the conditions are not met or waived by then, the plan lapses unless the parties agree an extension.

The merger takes effect 10 business days after the merger deed is registered with the Companies' Register of Rome, unless the parties agree another date.

What has to happen first

The merger plan lists the conditions. The main ones are:

• antitrust clearance; the companies have filed with Italy's AGCM, Spain's CNMC, Mexico's National Antimonopoly Commission and Morocco's Competition Council;
• foreign direct investment clearance in Italy and Spain;
• clearance under the EU Foreign Subsidies Regulation, filed with the European Commission;
• gaming regulatory clearances where the law requires them;
• shareholder approval at both companies, including CIRSA's approval of the extraordinary dividend;
• authorisation to list the new shares in Milan and all Lottomatica shares on the Madrid, Barcelona, Bilbao and Valencia stock exchanges.

After the merger

Lottomatica keeps its name and its registered office in Rome. Guglielmo Angelozzi stays chairman and CEO, and Laurence Van Lancker stays deputy CEO and CFO. Antonio Hostench Feu stays CEO of the CIRSA business. Lottomatica's board would grow from 11 to 13, with two directors designated by LHMC: Michele Rabà and Miguel García Gómez.

The combined business would cover both companies' markets. CIRSA says it operates around 450 casinos in 11 countries and holds online gaming licences in Spain, Italy, Portugal, Peru, Colombia, Panama, Paraguay and Mexico. Lottomatica reported about €45 billion in bets and €2.3 billion in consolidated revenue for 2025, and more than 2.2 million online customers at the end of that year.

What it means for players

Nothing changes for players now. The deal still needs both shareholder votes and regulatory clearances, including gaming regulatory clearances where the law requires them, so licensing authorities get a say before it can take effect.

For another casino group takeover, see Merkur's definitive deal for SFC.

18+. If gambling has stopped feeling like a pastime, see responsible play.