Lottomatica Group (LTMC-IT) and CIRSA have agreed on the principal terms of an all-stock combination that will create a global leading sports betting and gaming operator, through a cross-border merger by absorption of CIRSA into Lottomatica (LTMC-IT). The transaction is subject to approval by their respective General Shareholders’ Meetings and the fulfillment of relevant regulatory and corporate conditions.
The combined company will have a pro forma Adjusted EBITDA of approximately EUR 2,000 million and leadership positions in Italy and Spain. The agreement envisages pre-tax cash synergies of around EUR 115 million annually, arising mainly from operating and financial savings, which are expected to materialize by the third full fiscal year following completion.
In terms of valuation, CIRSA’s pro forma implied enterprise value, excluding synergies, represents a multiple of approximately 6x 2026E EV/EBITDA. Current shareholders of Lottomatica (LTMC-IT) will hold approximately 67.5% of the combined company’s equity, while CIRSA’s shareholders will control 32.5%. Blackstone, CIRSA’s majority shareholder, is expected to become the largest single shareholder, holding around 24%.
Prior to closing, CIRSA will distribute an extraordinary dividend of EUR 262 million. Subsequently, Lottomatica (LTMC-IT) plans to submit a capital distribution of EUR 744 million for approval, via an extraordinary dividend, share buybacks, or a combination of both.
The transaction will be funded through a combination of cash on hand and committed debt financing. Following completion, net leverage is estimated at 2.7x Adjusted EBITDA as of June 2027, while refinancing plans for certain debt instruments are expected to yield interest cost savings of around EUR 14 million annually.
The combined entity will maintain a target steady-state net leverage of 2.0–2.5x and a dividend policy equivalent to 30% of Adjusted Net Income. In addition, it expects to distribute up to EUR 4,000 million to shareholders over the next three years.
