Lottomatica-Cirsa merger creates a €2B EBITDA iGaming giant

No cash changes hands in this one. Lottomatica is absorbing Cirsa Enterprises entirely through a share swap: every Cirsa shareholder gets 0.6 of a new Lottomatica share per share they hold, Cirsa stops existing as its own legal entity once the deal closes, and the combined company keeps the Lottomatica name while trading on both the Milan and Spanish exchanges. Closing is targeted for the second quarter of 2027, pending regulatory sign-off and shareholder approval on both sides.

The split isn’t close to even. Lottomatica shareholders end up holding roughly 67.5% of the combined business, Cirsa’s owners get the remaining 32.5% — a structure that reads less like a merger of equals and more like Lottomatica buying Cirsa with its own stock instead of cash. Blackstone, which currently owns 78.4% of Cirsa, comes out the other side as the single largest shareholder in the new Lottomatica, holding around 24% and taking two of thirteen board seats. A private equity firm walking away with the biggest stake in a public gambling operator, without writing a check, is the part of this deal that tells you the most about who actually benefits.

Once combined, the company becomes the second-largest publicly traded operator in the world by size, trailing only Flutter Entertainment, with projected adjusted EBITDA around €2 billion. Management expects roughly €115 million a year in pre-tax cost savings from combining operations and financing, and part of the pitch is that Cirsa’s online business grows faster once it has Lottomatica’s multi-channel technology and experience behind it rather than building that alone.

This is the same growth-through-acquisition instinct that’s showing up across the gambling sector right now. IG Group’s acquisition of Underdog earlier this year followed a similar logic: buy scale and a new market rather than spend years building it. Lottomatica and Cirsa are just doing it at a size that pushes the combined company into genuinely global territory instead of a regional expansion, and the timeline gives regulators in two countries roughly a year and a half to decide whether they’re comfortable letting it happen.