Lottomatica Group and CIRSA Enterprises have formally agreed terms for a cross-border merger that would create one of Europe's largest gaming operators. Completion is targeted for the second quarter of 2027, pending regulatory sign-off and shareholder approval.

Both companies' boards have now confirmed the joint plan first announced in September. They've established the detailed framework for CIRSA's absorption into Lottomatica as the continuing legal entity. This represents a significant consolidation move in a sector increasingly defined by larger-scale operations seeking geographic reach and operational synergies.

The Deal Structure

Under the agreed terms, CIRSA shareholders will receive 0.668 newly issued Lottomatica shares for each share held, plus an extraordinary dividend of €1.56 per share. That equates to roughly €262 million. The merged company will retain Rome as its headquarters and the Lottomatica brand, with current chief executive Guglielmo Angelozzi staying on as chairman and CEO.

The combined entity represents genuine scale. Lottomatica's 2025 performance included approximately €45 billion in betting stakes and €2.3 billion in consolidated revenue. CIRSA, meanwhile, operates across 11 countries with licences in Spain, Italy, Portugal, and markets across Latin America.

Management and Governance

CIRSA's operational leadership will continue under existing management. Antonio Hostench Feu and Antonio Grau Folguera remain in their respective operational and CFO roles. Lottomatica's board expands from 11 to 13 directors, with Blackstone entitled to nominate two seats.

Lottomatica shares will remain listed on Euronext Milan. Plans exist to seek additional listings on Madrid, Barcelona, Bilbao and Valencia exchanges once the merger completes and necessary approvals are secured.

Capital Returns and Timeline

The merger plan includes provision for a potential €744 million capital return to shareholders. This could come through special dividend, share buyback, or a combination approach depending on final conditions. It signals real confidence in the combined operation's cash generation capacity.

Shareholder meetings are scheduled for late November 2026. CIRSA shareholders can exercise withdrawal rights for €13.20 per share if voting against the merger. The deal remains conditional on regulatory approvals in Italy, Spain, Mexico and Morocco, plus European foreign-subsidy review.

Until those formalities conclude, CIRSA operates as a separate entity and the combination remains pending. The formal board approval, though, represents real momentum in a transaction that reflects broader industry consolidation patterns.