Blackstone Set for 24% Stake in Lottomatica-Cirsa Combination

Cirsa is set to disappear as a standalone listed company under a merger agreed with Italy’s Lottomatica. Its current owner Blackstone would instead become the largest individual shareholder in the combined group.

The transaction will be completed in shares rather than through a cash acquisition. Cirsa investors are due to receive 0.668 new Lottomatica shares for every Cirsa share held. On that basis, current Lottomatica shareholders would retain 67.5% of the enlarged company. Cirsa investors would own the other 32.5%.

Ownership Shifts, but Blackstone Stays Influential

Blackstone’s position is the most significant change in the ownership structure. The investment group currently controls Cirsa. After the merger, it is expected to hold around 24% of Lottomatica. It would also have the right to propose two members of a 13-seat board, subject to shareholder approval.

The surviving company will remain Italian. Lottomatica will keep its name, registered office and headquarters in Rome. Cirsa is expected to maintain a secondary headquarters near Barcelona.

The Deal Reduces Lottomatica’s Dependence on Italy

Cirsa brings a footprint that Lottomatica does not currently have at the same scale. The Spanish group operates in 10 countries. Its network includes roughly 450 casinos, more than 85,000 gaming machines, and about 2,300 sports betting locations. It also has online licenses in Spain, Italy, Portugal, Peru, Colombia, Panama, and Mexico. Lottomatica, by comparison, remains strongly tied to its domestic market.

That balance changes sharply after the merger. Company projections put Italy at 57% of combined adjusted EBITDA, followed by Spain at 23%. Other markets would provide the remaining 20%.

Total pro forma adjusted EBITDA is estimated at around €2 billion.

More Than €1 Billion Is Due to Be Returned Around Closing

The share exchange is only one part of the transaction. Before completion, Cirsa intends to distribute €262 million to shareholders. Lottomatica then plans to ask investors to approve another €744 million capital return after the deal closes. The second payment could take the form of an extraordinary dividend, a voluntary share buyback, or a combination of both.

Borrowing will also rise. Net leverage is expected to be about 2.7 times adjusted EBITDA around completion, with a longer-term target of 2.0 to 2.5 times.

Lottomatica and Cirsa have identified €115 million in annual cash synergies. Most would come from areas such as technology, procurement, corporate functions, and trading operations. The companies expect to spend around €120 million over three years to achieve those savings.

Shareholders and Regulators Still Have a Say

Completion is targeted for the second quarter of 2027. Before then, both shareholder groups must approve it. The transaction also faces competition, foreign investment, and gambling regulatory reviews.

The deal gives Lottomatica an immediate route into markets where its presence has been limited, while Blackstone swaps control of Cirsa for a large position in the surviving company. The numbers attached to the merger are ambitious, particularly the planned capital returns and synergy target. The tougher test will come after closing, when management has to deliver the savings while funding the planned capital returns.