Lottomatica Group and Cirsa Enterprises have agreed on the main terms of a fully share-based combination that will result in a global leader in sports betting and gaming, through the cross-border merger by absorption of CIRSA by Lottomatica (LTMC-IT). The operation is subject to the approval of the respective General Shareholders' Meetings and compliance with the relevant regulatory and corporate conditions.
As explained by Cirsa to the National Securities Market Commission (CNMV), the combined company will have an adjusted pro forma EBITDA of approximately €2 billion and leading positions in Italy and Spain. The agreement includes cash synergies before taxes of about €115 million annually, primarily from operational and financial savings, which are expected to materialise in the third full financial year following the closure.
In terms of valuation, the implied pro forma value of Cirsa, not considering synergies, represents a multiple of approximately 6x EV/Ebitda 2026E. The current shareholders of Lottomatica will retain approximately 67.5% of the combined company's capital, while those of Cirsa will control 32.5%.
Blackstone, the main shareholder of Cirsa, is expected to become the largest individual shareholder, with around 24%.
Before the closure, Cirsa will distribute an extraordinary dividend of €262 million. Subsequently, Lottomatica plans to submit for approval a capital distribution of €744 million, through extraordinary dividend, share buyback or a combination of both.
Net leverage of 2.7x Adjusted EBITDA
The operation will be financed through a combination of available cash and already committed debt. After the closure, a net leverage of 2.7x Adjusted EBITDA is estimated by June 2027, while the refinancing plans for certain debt instruments will allow for financial cost savings of around €14 million annually.
The combined company will aim for a net leverage of 2-2.5x in a stable regime and a dividend policy equivalent to 30% of Adjusted Net Profit. Furthermore, it plans to distribute up to €4 billion to shareholders over three years
