The Milan-listed gaming company reached a purchasing agreement with Blackstone portfolio company CIRSA on the ground of an enterprise value of 6X the 2026 expected ebitda ahead of a closing in 2Q27
Milan-listed gaming giant Lottomatica Group is going to acquire Madrid-listed competitor CIRSA Enterprises through a shares-swap deal on the ground of a 2.8 billion euros equity value and an EV in the region of 4.9 billion of the target (post-IFRS 16 810 million euros or the mid-point of the 800-820 million guidance range). The merged entity might be the world’s second-largest listed operator in the gaming and sports betting sectors with a 2 billion pro-forma adjusted ebitda. After the closing that may take place in 2Q27, the current Lottomatica shareholders will own 67.5% of the new company while NYSE-listed Blackstone which now owns 74.23% of CIRSA will become the largest single shareholder in the new gaming firm, with a stake of around 24% (press release and investors presentation). In June 2025, NYSE-listed Apollo Global Management sold its21.3% of Milan-listed Lottomatica in private placement through an accelerated bookbuilding procedure for institutional investors. Apollo fetched 1.205 billion euros out of this transaction. The fund cashed in 1.739 billion with the previous sales of shares for a total of 2.94 billion.
Lottomatica appointed Evercore, PJT Partners, Deutsche Bank, and Mediobanca as financial advisors while Latham & Watkins, Paul Weiss Rifkind Wharton & Garrison and Cintioli & Associati provided legal assistance. CIRSA retained Lazard, Uría Menéndez, Simpson Thacher & Bartlett, Garrigues, and Legance. Barclays advised Blackstone.
CIRSA will also grant its shareholders with extraordinary dividends of 262 million (1.56 euros per share) before the merger takes effect. The current investors in the target that exercise their right of withdrawal will represent no more than 5% of the share capital. Shareholders opposed to the merger will receive cash compensation of 13.20 euros per share, to be adjusted for distributions received prior to closing.
Blackstone and CIRSA shareholder managers already committed to approving the merger that may complete in 2Q27. After then Blackstone will be able to appoint two directors to Lottomatica’s board, which will increase from the current 11 to 13 members, and will sign to a three-month lock-up on its new shareholding, subject to the usual exceptions.
At the closure of trading of 2 September, Tuesday, Lottomatica share price dropped to 22.88 euros (–7,63%) for a market capitalization of 5.76 billio, an EV in the region of 7.87 billion and 2.11 billion net financial debt as at 30 June (half-year results statement). CIRSA shares closed at 16,16 euros (+18.48%) for a market capitalization of 2.71 billion.
Given the above prices, CIRSA investors will get a 1.56 euros pre-closing dividend and 15,28 euros per share (0,668 new stocks of Lottomatica for each of theirs). The implied total economic valuation on the ground of Lottomatica closure rises to around 16.84 euros per CIRSA share whose price remains below that amount.
The board of directors of the new Lottomatica aims to propose a further capital distribution of 744 million after the closing. Such a payment may take the form of a special dividend, a voluntary partial takeover bid for own shares, or a combination of both that the company will finance with its available cash and committed debt, whilst the presentation to investors specifies that the bridge financing that the current banking syndicate provided fully cover the capital returns for the transaction.
The aggregated group’s pro forma expected net gearing is of 2.7X adjusted EBITDA at the time of closing including capital distributions before converging towards a 2 – 2.5X target once the company is fully operative. The board of directors aims to propose up to 4 billion euros in distributions to shareholders over the three years after the closing. Such amount includes dividends (30% of adjusted net profit) and share buybacks.
By the third full financial year following completion, the companies estimate to implement 101 million savings on operating costs. CIRSA will refinance its current liabilities which are more expensive than Lottomatica’s for achieving a further 14 million from a reduction in financial expenses. Such a strategy may allow to pre-tax cash synergies of 115 million euros per year.
Guglielmo Angelozzi will act as chairman and ceo of the merged company. Laurence Van Lancker will be the cfo and deputy ceo. Antonio Hostench and Antonio Grau will be the ceo and cfo of CIRSA.
Lionel Assant, Blackstone global co-chief investment officer and vicechairman of CIRSA board of directors, said: “This transaction reflects the significant progress that CIRSA made in recent years and brings together two highly complementary organisations, united by shared values, strong brands and a commitment to innovation. The merger between CIRSA and Lottomatica will create one of the world’s leading listed gaming platforms, which will benefit from greater scale, broader geographical diversification and enhanced capabilities”.
CIRSA listed on Madrid, Barcelona, Bilbao, and Valencia exchanges on 9 luglio 2025 with a 15 euros per share ipo price. The company fetched 453 million (400 million through shares of new issuance) and invested such proceeds in reducing its liabilities. After the listing Blackstone had 78.4% of CIRSA (19.6% publicly traded equity – press release) and in April 2026, it placed 7 million shares, raised 89.3 million euros and reduced its stake to 74.2%. Blackstone purchased CIRSA from Manuel Lao Hernández in 2018 for an undisclosed value with a deal that excluded the target’s Argentina’s subsidiary. Press items said that the buyer paid 2.2-2.4 billion including the debt (press release). Since them CIRSA also grew through M&A and now operates in 10 countries, with 450 casinos, more than 85000 gaming machines and around 2300 betting outlets, as well as online operations in Spain, Italy, Portugal, Peru, Colombia, Panama, and Mexico.
In 1H26, CIRSA generated a net operative turnover of 1.26 billion (+9.1%), a 396 million ebitda (+8.4%) with a 31.4% margin, and net profits of 94.7 million (+84.9%). At the end of June 2026, the ratio of net debt to LTM EBITDA stood at approximately 2.66X. The company aims to end 2026 at the upper end of its guidance range of 800–820 million in EBITDA (press release).
In 1H26, Lottomatica raised bets worth 23.7 billion (+9%). The company posted operating revenues of 1.181 billion (+5%; 525 million online, +13%). The adjusted ebitda rose by 10% for a total of 465.3 million, with a 39.4% margin. Ajusted net profits amounted to 196.5 million. For the whole of 2026, the company said to expect the ebitda to be at the upper end of its 940–980 million guidance range (si veda qui il comunicato stampa).
