Lottomatica Group (LTMC) Corporate presentation summary

Transaction overview

• All-share merger of CIRSA into Lottomatica creates a global gaming leader with ~€2bn adjusted EBITDA and significant scale advantages.

• Lottomatica shareholders will own ~67.5% and CIRSA shareholders ~32.5% of the combined entity, with Blackstone holding ~24%.

• CIRSA shareholders receive a €262m extraordinary dividend pre-merger and combined company will return €744m to shareholders post-merger.

• Estimated €115m in annual run-rate cost synergies expected within three years, with integration costs of ~€120m.

• Pro forma net leverage at closing is expected to be 2.7x, with a target range of 2.0–2.5x and up to €4bn planned capital returns over three years.

Strategic rationale and market position

• Combined company will be the second largest listed gaming and sports betting operator globally by EBITDA.

• Holds #1 market positions in Italy and Spain, with leadership in other high-growth markets and a diversified, balanced multi-channel business.

• Total addressable market (TAM) doubles to ~€34bn, with strong online growth prospects and 97% of EBITDA from #1 market positions.

• Enhanced liquidity and free float, with shares listed on Euronext Milan and Spanish exchanges.

• Management teams from both companies have a strong track record of profitable growth and execution.

Financial profile and shareholder returns

• Both companies have demonstrated consistent revenue and EBITDA growth, with high cash conversion rates (>80% for Lottomatica, >70% for CIRSA).

• Transaction is expected to be accretive to earnings and cash flow per share, with sector-leading EBITDA margins (>40%).

• Shareholder distributions include post-merger capital return (€744m), ordinary dividends (30% payout), and ongoing buybacks.

• Enhanced investment proposition supported by increased trading liquidity and over €6bn free float.

• Buyback program and capital returns are aligned with deleveraging targets and financial discipline.