Significant substantive progress has been made in a major cross-border M&A transaction within the European gaming industry. On October 8, 2026, the Italian gaming group Lottomatica Group S.p.A. and the Spanish gaming enterprise CIRSA Enterprises, S.A. officially announced that their respective boards of directors had approved a joint merger plan. This approval advances the proposed transaction initially announced by the two companies on September 2 and further clarifies the legal structure and implementation conditions of the cross-border absorption merger. According to the official announcement, the transaction entails Lottomatica absorbing CIRSA. CIRSA will cease to exist as an independent legal entity only after the transaction formally takes effect, at which point its assets, liabilities, and related legal relationships will be assumed by Lottomatica. Consequently, the board approval should not be construed as the completion of the merger between the two companies.
Under the joint merger plan, upon the merger becoming effective, CIRSA shareholders will receive 0.668 newly issued Lottomatica ordinary shares for every CIRSA ordinary share held. This share exchange ratio does not include any cash consideration. The transaction also provides for CIRSA to pay a special dividend of €1.56 per share to its shareholders—totaling approximately €262 million—prior to the merger taking effect. Furthermore, Lottomatica’s board plans to propose a capital return scheme totaling €744 million to the shareholders of the merged entity following the completion of the transaction and the fulfillment of necessary procedures. The return method may involve a special dividend, a partial share buyback offer, or a combination of both. It should be noted that these capital distribution arrangements are subject to specific legal and corporate governance conditions and cannot be regarded as payments already made.
The transaction also involves a review by independent experts. According to the companies' official announcements, BDO Auditores, S.L.P.—appointed by the Barcelona Mercantile Registry—has issued a report confirming the fairness of the share exchange ratio and the appropriateness of the consideration regarding the related cash exit rights. Regarding regulatory matters, the parties have submitted antitrust filings to the Italian AGCM, the Spanish CNMC, the Mexican national antitrust authority, and the Moroccan Competition Council. Additionally, the transaction is subject to foreign direct investment reviews in Italy and Spain, as well as filings under the framework of the EU Foreign Subsidies Regulation. The submission of the aforementioned documents is part of the transaction approval process and does not imply that the relevant regulatory bodies have granted full approval for the merger.
The merger plan remains subject to shareholder approval and other necessary procedures. Lottomatica’s official investor webpage lists an Extraordinary and Ordinary Shareholders' Meeting scheduled for November 23, 2026, with an agenda that includes the merger transaction. CIRSA is also required to fulfill applicable shareholder approval procedures. In an announcement dated October 8, both parties stated that the transaction is expected to become effective in the second quarter of 2027; however, this timeline represents a company projection and remains subject to uncertainties regarding regulatory approvals, shareholder votes, and other closing conditions. Official documents also outline the timing mechanisms for the merger's effective date. Therefore, the current status of the transaction is that the boards of directors have approved the joint merger plan, rather than the merger having received shareholder or regulatory approval or having been formally completed.
In terms of business structure, the two companies possess distinct market strengths. Lottomatica is a leading Italian gaming operator with operations spanning online gaming, retail sports betting networks, and gaming terminals. CIRSA operates land-based casinos, gaming equipment, and online gaming businesses across multiple countries in Europe and Latin America. According to official company profiles, CIRSA’s operations cover 11 countries, comprising approximately 450 casinos, over 85,000 gaming machines, and around 2,300 sports betting points of sale. CIRSA also holds online gaming licenses in Spain, Italy, Portugal, and several Latin American nations. These figures reflect the companies' current operational data and should not be interpreted as the realized scale of operations post-merger.
Should the merger be successfully completed, Lottomatica and CIRSA could achieve greater cross-border operational scale within the European and Latin American gaming markets and unlock synergies in areas such as technology procurement, payment systems, gaming equipment, marketing, and corporate finance. However, the realization of these synergies depends on regulatory approvals, actual integration costs, and compliance requirements across different jurisdictions. For gaming affiliates, agents, and payment partners, there is currently no evidence to suggest that the licensing, user accounts, or commercial terms associated with the companies' respective brands have changed. Key milestones to watch going forward include the shareholder vote in November, the outcomes of antitrust reviews across various jurisdictions, and whether the transaction closes according to the anticipated schedule. A new alert should be issued only if there are material developments regarding these milestones.
The boards of Lottomatica and CIRSA have approved a cross-border merger plan; the transaction remains subject to regulatory approval.
On October 8, 2026, Italian gaming group Lottomatica and Spain’s CIRSA announced that their respective boards of directors had approved a plan for a cross-border merger. Under the agreement, each CIRSA share will be exchanged for 0.668 newly issued Lottomatica shares. The transaction also entails a pre-merger special dividend of approximately €262 million and a proposed post-merger capital return of €744 million. The merger remains subject to shareholder and relevant regulatory approvals and is expected to close in the second quarter of 2027.