Lottomatica agrees €262m dividend as CIRSA merger plan advances

Lottomatica Group and CIRSA Enterprises have signed a joint plan for CIRSA to be absorbed into Lottomatica, confirming the terms of a cross-border merger first announced in September. The combined business would keep Lottomatica as the surviving legal entity.

The agreement is not yet final. Shareholder approval, regulatory clearances and other conditions still have to be met before the merger can take effect, according to a CasinoBeats report citing the companies' joint statement of 8 October. The two boards had already approved the plan, and the deal is expected to become effective in the second quarter of 2027 if all conditions are satisfied.

What CIRSA shareholders get

Under the agreed exchange ratio, each CIRSA share will be converted into 0.668 newly issued ordinary Lottomatica shares. Before the merger takes effect, CIRSA also plans to pay an extraordinary dividend of €1.56 per share, worth around €262 million in total.

CIRSA shareholders who vote against the plan can exercise a withdrawal right, receiving cash compensation of €13.20 per share, reduced by any dividends paid before completion. The deal is conditional on fewer than 5% of CIRSA's issued shares being presented for withdrawal. An independent expert appointed by the Barcelona Commercial Registry, BDO Auditores, concluded that the exchange ratio was reasonable and that the withdrawal compensation was sufficient.

Leadership, listings and a further payout

The enlarged company would retain the Lottomatica name and its headquarters in Rome. Guglielmo Angelozzi is set to remain chairman and chief executive, with Laurence Van Lancker continuing as deputy chief executive and chief financial officer. CIRSA's own operational leadership would stay in place, with Antonio Hostench Feu running its business operations and Antonio Grau Folguera remaining its CFO.

Lottomatica's board is due to grow from 11 to 13 directors, with investment firm Blackstone entitled to nominate two. Lottomatica shares will keep trading on Euronext Milan, and the company intends to apply for listings on the Madrid, Barcelona, Bilbao and Valencia exchanges once the merger clears and the necessary approvals are obtained.

The plan also envisages a potential €744 million capital return to shareholders, to be delivered as a special dividend, a voluntary partial tender offer, or a combination of both, depending on which conditions are met.

A wider international footprint

The deal would join Lottomatica's Italian business with CIRSA's operations across several markets. Lottomatica recorded around €45 billion in betting stakes and €2.3 billion in consolidated revenue in 2025. CIRSA holds online gaming licences in Spain, Italy, Portugal, Peru, Colombia, Panama, Paraguay and Mexico, and operates in 11 countries overall.

The companies say the combination will widen their geographic reach across gaming and sports betting. How much commercial effect it actually delivers will depend on the approvals being granted, how the plan is carried out, and how CIRSA's operations are folded into Lottomatica, none of which the merger agreement alone decides.

Approvals still to come

The companies have filed for regulatory review in Italy, Spain, Mexico and Morocco, as well as with European authorities under foreign-subsidy rules. Shareholder meetings to vote on the merger are scheduled for late November 2026.

Until every step is completed, CIRSA remains a separate company and the combination stays pending. The deal arrives amid broader consolidation among gaming operators, including a closely watched contest over control of Caesars, and comes at a time when listed gaming groups are under particular investor scrutiny over market performance and shareholder returns, a trend tracked on our gaming stocks page.