According to both companies detailed in an official statement, the operation will give rise to a leading group in the gaming market with a joint commercial activity valued at €34 billion. The transaction aims to optimise costs, unify technological platforms, and accelerate international expansion in Europe and Latin America.
It is expected that, during the three years following the completion of the merger, dividend payments to shareholders will reach up to €4 billion.
Following the operation, announced in early September, Cirsa will be absorbed by Lottomatica - which will be the resulting company - and will cease to exist as an independent legal entity through its dissolution without liquidation, while Lottomatica will acquire all assets and assume all liabilities and legal relationships of Cirsa.
The absorption of Cirsa by Lottomatica will create the second largest listed operator of gaming and sports betting in the world, with an adjusted gross operating profit of approximately €2 billion.
The agreed exchange ratio establishes that for each ordinary share of Cirsa, 0.668 newly issued ordinary shares of Lottomatica will be received, excluding any cash component.
According to the indicated exchange equation, the shares representing 100% of the current share capital of Cirsa would represent approximately 32.5% of the share capital of Lottomatica once the merger is effective.
Blackstone is expected to become the largest shareholder of the new company, with approximately 24% of the remaining capital.
Before the merger becomes effective, Cirsa will distribute an extraordinary dividend of €1.56 per share to its shareholders (approximately €262 million).
Furthermore, it is expected that shareholders of both companies will receive, no later than 30 June 2027 and subject to the corresponding corporate and legal authorisations, dividends or interim dividends charged to the 2026 financial year of up to €130 million in the case of Lottomatica and up to €100 million in the case of Cirsa.
In the event that these dividends are not paid prior to the effectiveness of the merger, the extraordinary dividend of Cirsa will be increased and subsequently the board of directors of Lottomatica will propose post-merger dividends to compensate shareholders with equivalent distributions.