Lottomatica to Combine With Cirsa

Paul, Weiss is advising Lottomatica Group S.p.A., the largest player in the Italian gaming market, on the financing for its recommended all-share combination with Cirsa Enterprises, S.A., Spain’s leading gaming and leisure company. Cirsa is majority owned by Blackstone-managed funds. The combination will be implemented through an EU cross-border statutory merger by way of Cirsa’s absorption by Lottomatica, with Lottomatica continuing as the surviving entity and retaining its name. Cirsa shareholders will receive 0.668 newly issued Lottomatica shares for each Cirsa share held.

The merger will create a global gaming champion and the world’s second-largest listed gaming and sports betting operator. Following completion, the combined company will be headquartered in Rome, with a secondary headquarters in Barcelona province, Spain; remain listed on Euronext Milan (Borsa Italiana); and be admitted to trading on the Spanish stock exchanges. Blackstone is expected to become the combined company’s largest shareholder, with approximately 24% of the share capital.

In connection with the combination, Cirsa will distribute a €262 million extraordinary dividend to its shareholders prior to merger effectiveness, and Lottomatica’s board of directors intends to propose, for shareholder approval, a capital return of €744 million following effectiveness. Both amounts will be fully backstopped by committed debt financing. The combination is expected to become effective in the second quarter of 2027.

The Paul, Weiss team is led by corporate partners David Carmona and Matthew Friedman.