Lottomatica and CIRSA Approve Merger, Reshaping Europe

Two of Europe’s biggest gambling groups have taken the next formal step towards becoming one. Lottomatica and CIRSA have signed off on the merger plan that will see the Spanish operator folded entirely into its Italian counterpart, a deal that was first floated in September and is now moving through the paperwork on the way to creating one of the largest listed gaming companies on the planet.

What’s been released

The boards of Lottomatica Group and CIRSA Enterprises have
approved a ‘common merger plan’ to settle the terms of their proposed combination, first announced on 2 September 2026
. Under the plan,
CIRSA will be absorbed into Lottomatica, with Lottomatica as the surviving entity and CIRSA ceasing to exist as a separate legal entity, without undergoing any liquidation process, meaning Lottomatica will acquire all assets and assume all liabilities and other legal relationships of CIRSA
. The combination will proceed through an enlargement of Lottomatica’s listing on the Borsa Milan rather than a straightforward takeover.

The underlying terms remain as originally struck:
CIRSA shareholders will receive 0.668 newly issued Lottomatica shares for every CIRSA share held, giving them approximately 32.5% of the enlarged company, while existing Lottomatica investors will retain the remaining 67.5%
. Private equity firm Blackstone, which has been CIRSA’s backer, stays heavily involved in the enlarged group as its largest single shareholder.

What’s changed

What’s new this week is the detail of how money moves around the deal. Ahead of completion, CIRSA is lining up a payout for its own shareholders, while Lottomatica’s board has separately flagged a much larger distribution once the merger closes. The combined business is being pitched on scale: together the groups are forecasting
combined income of more than €4.4bn and pro-forma adjusted EBITDA of approximately €2bn for the 12 months ending 30 June 2026
, a figure the companies say would make the merged group
“global gambling’s second-largest listed betting and gaming operator”
, trailing only Flutter Entertainment.

On the ground, the deal stitches together very different footprints. Lottomatica’s side of the business centres on
Italy’s largest gambling operator, with a portfolio spanning online gaming, retail betting and gaming machines, including the flagship Lottomatica brand alongside GoldBet and Planetwin365
. CIRSA brings a much heavier land-based presence, with
450 gaming venues, operating more than 85,000 gaming machines, and around 2,300 sports betting points
, alongside its own online casino and slot operations across Spain and Latin America. The enlarged company will keep Lottomatica’s name and Rome headquarters, with a secondary base in Barcelona covering the CIRSA side of the business.

Where it fits

Neither Lottomatica nor CIRSA currently run consumer-facing casino brands in the UK, so this isn’t a deal that changes what’s on a British player’s app or website overnight. What it does do is redraw the competitive map that UK-listed heavyweights Flutter and Entain operate within globally. The merger plan puts a combined Lottomatica-CIRSA group right behind Flutter in scale terms, a reminder that European consolidation is accelerating even as domestic operators here grapple with their own cost pressures following this year’s gaming tax changes.

For UK industry watchers, the more interesting thread may be what happens next: Lottomatica and CIRSA have comparatively limited experience integrating a deal of this size, having previously only folded in smaller local brands. How smoothly that integration runs, and whether it frees up capital or supplier relationships that eventually touch UK-facing platforms, is something worth keeping an eye on as the transaction heads towards its expected close.

Sources

• SBC News – Lottomatica to absorb CIRSA with €744m shareholder payout plan
• SBC News – Lottomatica & Blackstone agree on terms to absorb CIRSA
• iGaming Business – Lottomatica and Cirsa agree merger to form ‘second-largest listed global operator’
• Casino.org – Lottomatica and Cirsa Agree to Merge in Deal Creating Global Gaming Giant
• G3 Newswire – Lottomatica to merge with Cirsa to create ‘second-biggest gaming company in the world’
• SIGMA World – Industry Reels: Major gaming merger and new market expansion
• Yogonet – Lottomatica to merge with CIRSA in deal creating world’s second-largest listed gaming group