Cirsa Enterprises (CIRSA) M&A announcement summary

Deal rationale and strategic fit

• Creates a global gaming leader with pro forma adjusted EBITDA of ~€2 billion, combining #1 positions in Italy and Spain and leadership in other high-growth markets.

• Expands total addressable market to €34 billion, doubling standalone TAM and enhancing online growth opportunities.

• Leverages Lottomatica's advanced technology and digital marketing to accelerate CIRSA's online business and margin expansion.

• Both companies have a strong track record of profitable, predictable growth and experienced management teams.

• Enhances scale, liquidity, and capital return potential for shareholders.

Financial terms and conditions

• All-share merger: CIRSA shareholders receive 0.668 new Lottomatica shares per CIRSA share; Lottomatica shareholders will own ~67.5% and CIRSA shareholders ~32.5% of the combined entity; Blackstone to hold ~24%.

• CIRSA shareholders receive a €262 million extraordinary dividend pre-merger; post-merger, €744 million will be returned to shareholders via tender offer or dividend.

• The board plans to return up to €4 billion to shareholders over three years post-closing, including buybacks and dividends.

• CIRSA's implied pro forma value is at a 2026E EV/EBITDA multiple of ~6x.

• Transaction-related capital returns underwritten by bridge financing from existing syndicate banks.

Synergies and expected cost savings

• Expected annual pre-tax cash synergies of ~€115 million by the third year post-completion, mainly from OpEx and interest cost savings.

• Interest cost savings of €14 million per year anticipated from refinancing higher-cost debt.

• Integration costs estimated at ~€120 million over three years.

• No online revenue or CapEx synergies included in current estimates; upside expected from online integration.