Lottomatica's €2.8 Billion All-Share Merger With CIRSA Could Create a European Gaming Giant
Lottomatica and CIRSA have agreed to a €2.8 billion all-share merger that could reshape Europe's gambling industry, pending shareholder and regulatory approval.
Two of Southern Europe's biggest gambling operators are joining forces. Italy's Lottomatica and Spain's CIRSA announced on September 2, 2026 that they have agreed to merge in an all-share deal valued at roughly €2.8 billion, with the companies saying the combination would become one of the world's largest publicly listed gaming and sports betting groups.
For casual online casino players, the deal may not change much day to day. But for the wider European iGaming industry, it signals a new wave of consolidation among regulated operators — and a company with real scale to challenge global rivals like Flutter Entertainment and Entain.
What Has Happened?
The boards of Lottomatica and CIRSA have agreed to a cross-border statutory merger. Under the structure, CIRSA will be absorbed into Lottomatica, meaning CIRSA will cease to exist as an independent company and its shares will no longer trade separately. The combined business will keep the Lottomatica name, remain headquartered in Rome, and add a secondary base in Barcelona for CIRSA's operations.
The deal has been agreed by both boards but is not yet final. It still needs approval from shareholders at extraordinary general meetings expected in the fourth quarter of 2026, plus sign-off from antitrust and gaming regulators. The companies expect the transaction to close in the second quarter of 2027.
The Financial Terms
This is not a cash acquisition — no one is writing a check to buy the other company outright. Instead, it's a share swap: CIRSA shareholders will receive 0.668 newly issued Lottomatica shares for every CIRSA share they hold. Based on Lottomatica's share price the day before the announcement, that values each CIRSA share at about €16.55 — a premium of roughly 21% versus where CIRSA shares had been trading.
Once the swap is complete, existing Lottomatica shareholders will own about 67.5% of the combined company, while former CIRSA shareholders will hold the remaining 32.5%. That 32.5% is significant for one shareholder in particular: Blackstone, the U.S. private equity giant that controls CIRSA, will become the single largest shareholder in the enlarged group with roughly 24% of the shares — plus the right to nominate two new board members.
There's also money moving around the edges of the deal. Before the merger closes, CIRSA plans to pay its own shareholders an extraordinary dividend of about €262 million (€1.56 per share). After the merger completes, Lottomatica's board intends to ask shareholders to approve a further €744 million capital return, which could come as a dividend, a share buyback, or some combination of the two. Altogether, the companies say they plan to return up to €4 billion to shareholders over the following three years.
Why Lottomatica and CIRSA Are Joining Forces
Lottomatica is already the number one gaming operator in Italy, spanning online betting, online casino, retail betting shops and gaming machines. CIRSA, meanwhile, is the leading gambling company in Spain and has built a substantial casino and gaming-machine business across Latin America, including Colombia, Panama, Peru and Mexico.
Put together, the two businesses have very little geographic overlap. Lottomatica's CEO, Guglielmo Angelozzi, framed the combination as building an "undisputed leader in Italy and Spain," with additional exposure to faster-growing markets through CIRSA's Latin American footprint. CIRSA brings established land-based operations and regional scale; Lottomatica brings a strong digital platform and online marketing capability that could help accelerate CIRSA's own online growth.
The companies also point to €115 million in expected annual pre-tax cost synergies, which they expect to fully materialize by the third year after the deal closes.
Who Are Lottomatica and CIRSA?
Lottomatica, headquartered in Rome and listed on Euronext Milan, holds the top market position in Italy across online gaming, sports betting and distributed gaming. It earns roughly 80% of its earnings from its Italian business.
CIRSA, based in Terrassa near Barcelona, is Spain's leading multinational gaming and entertainment company, with casinos, slot machines, bingo halls and online betting operations across Spain and Latin America. It listed on the Madrid stock exchange in July 2025, with Blackstone gradually reducing its stake since that IPO. In its most recent quarter, CIRSA reported €637 million in operating revenue and €202 million in operating profit.
What Could the Combined Company Look Like?
If the merger closes as planned, the combined group would generate more than €4.4 billion in annual revenue and roughly €2 billion in pro-forma adjusted EBITDA — a profitability measure that strips out interest, tax, depreciation and amortization to give a cleaner picture of underlying earnings. On those figures, the companies say the enlarged business would rank among the largest publicly listed gaming and sports betting operators in the world.
The enlarged company would keep its primary listing on Euronext Milan and add a listing on the Spanish stock exchanges, giving it access to investors in both markets. It's worth stressing this is all conditional: the deal has not closed, and the figures reflect what the companies expect rather than what has already happened.
What It Could Mean for European iGaming
This deal fits a broader pattern of consolidation in European regulated gambling. It follows Banijay Group's acquisition of Tipico and FDJ United's absorption of Kindred Group's brands — both moves aimed at building larger, more diversified regional operators capable of competing with global-scale rivals.
A combined Lottomatica-CIRSA group with roughly €2 billion in EBITDA sets a new scale benchmark that could put pressure on mid-sized European operators to pursue their own mergers or partnerships to stay competitive — particularly in online casino and sports betting, where marketing and technology costs favor larger players. It could also intensify competition for B2B technology providers and sponsorship deals across Southern Europe and Latin America, though how that plays out will depend on how the two businesses are actually integrated.
Regulatory and Competition Questions
Before anything changes for either company, shareholders of both Lottomatica and CIRSA need to vote in favor at extraordinary general meetings expected in the fourth quarter of 2026. The deal also needs antitrust and gaming-regulatory clearance in the relevant jurisdictions.
Because Lottomatica's strength is concentrated in Italy and CIRSA's in Spain and Latin America, the two businesses overlap relatively little geographically, which may simplify the competition review process. Still, regulators in some Latin American markets could require their own separate assessments, and nothing is guaranteed until formal approvals are granted.
Why the Deal Matters Beyond Europe
CIRSA's casino and gaming-machine operations across Colombia, Panama, Peru and Mexico give the combined group an established presence in Latin America — a region widely seen as one of the faster-growing gambling markets globally as more countries regulate online betting. For Lottomatica, that instantly broadens its footprint well beyond Italy and Spain, though how much of the enlarged group's future growth actually comes from Latin America remains to be seen.
What Happens Next?
The immediate next steps are confirmed: shareholder votes at both companies in the fourth quarter of 2026, followed by the regulatory approval process, with completion targeted for the second quarter of 2027. What's less certain is how investors will ultimately judge the deal. Shares in the two companies moved in opposite directions on the day of the announcement — CIRSA's stock rose while Lottomatica's fell — and analysts at Jefferies suggested Lottomatica shareholders may need convincing that the roughly 6-times EV/EBITDA valuation placed on CIRSA, before synergies, is attractive enough.
The structure of the planned €744 million post-merger capital return is also not yet finalized; it could take the form of a dividend, a buyback, or a mix of both, and further details are expected as the deal progresses.
Conclusion
The proposed Lottomatica-CIRSA merger is one of the largest gambling-industry transactions Europe has seen in years, and if it closes as planned, it would create a genuinely global gaming operator built from two regional leaders. For now, the deal is agreed but not final — subject to shareholder votes and regulatory sign-off over the coming months. Readers following European gambling-sector consolidation, and anyone curious about how the industry is reshaping itself, will want to watch how shareholders and regulators respond in the months ahead. For background on how Level.casino evaluates operators and industry developments, see our editorial policy and review methodology.
