Lottomatica-CIRSA Merger Plan Advances After October Board Approval

Lottomatica’s proposed combination with Spanish gambling group CIRSA moved a step closer on October 8, 2026, when the boards of both companies approved the common merger plan for the transaction first announced on September 2.

The all-share deal, valued at approximately €2.8 billion, is expected to create what the companies describe as the world’s second-largest listed gaming and sports betting group. The combined business will retain the Lottomatica name and remain headquartered in Rome.

Completion is expected in the second quarter of 2027, subject to shareholder and regulatory approvals.

The latest approval comes less than a year after Italy moved to a new online gambling licensing structure, making Lottomatica’s expansion particularly notable against a domestic market that has already become more concentrated.

Italy's online gambling market shifted to the new licensing structure after midnight on 13 November 2025, when operators holding new Agenzia delle Dogane e dei Monopoli (ADM) licences replaced the previous concession holders.

The transition followed reforms introduced under Legislative Decree No. 41 of 25 March 2024 and marked the start of Italy's reworked online gambling framework.

Lottomatica Looks Beyond Its Core Italian Market

Lottomatica is already one of the dominant gambling groups in Italy, but the CIRSA transaction significantly expands its exposure outside its home market.

Under the proposed combination, CIRSA shareholders will receive 0.668 newly issued Lottomatica shares for each CIRSA share. Existing Lottomatica shareholders are expected to own approximately 67.5% of the combined company, while Blackstone, CIRSA’s largest shareholder, is expected to hold around 24%.

The companies expect the combined group to generate approximately €2 billion in pro-forma adjusted EBITDA.

Italy will remain its largest market, but the transaction gives Lottomatica a much larger presence in Spain and other international jurisdictions. That diversification comes after a period in which Italy itself has reduced the number of companies operating under its online licensing system.

New Licensing Framework Replaces Previous Concessions

The November 2025 transition affected operators previously active under Italy's former concession structure, requiring them to secure a new licence before continuing to serve Italian players.

The number of operators authorised to offer online gambling fell from more than 80 under the previous system to 46 companies holding 52 licences.

Each new licence carries a fee of approximately €7 million, compared with roughly €200,000 under the earlier licensing round. The substantially higher cost has raised the financial threshold for companies seeking direct access to the Italian regulated market.

Under the reformed structure, every concession is also tied to a single authorised website, ending the wider use of secondary skins and mirror sites that had operated alongside primary platforms.

The single-domain requirement applies across the concessions issued under the new framework and has contributed to a more concentrated licensed market.

Online Casino Remains an Important Part of the Market

Lottomatica already held a leading position in Italy's online casino vertical before the new licensing system took effect.

Market data from November 2024 placed its share of the online casino segment at approximately 31%, putting it ahead of competing operators before the November 2025 transition.

The company's position in Italy provides important context for the CIRSA transaction. Rather than representing consolidation between two Italian licence holders, the deal allows an established Italian market leader to use its domestic scale as a base for wider European expansion.

At the same time, operators remaining in Italy continue to compete across online casino, sports betting and other regulated gambling verticals.

Mobile access is particularly important to that competition, with operators increasingly designing their platforms, game catalogues and payment processes around customers using smartphones and tablets.

Licensed platforms such as NetBet, for example, list slot online titles alongside other casino products under an ADM-authorised concession.

Live Casino Expands Alongside Slots

Slots remain a central part of Italy's online casino market, but licensed operators also offer increasingly broad live casino catalogues.

Major suppliers including Evolution, Pragmatic Play and Playtech provide live dealer content to operators serving the Italian market, allowing platforms to offer live blackjack, roulette and other table games alongside conventional slot titles.

The growth of live-format content gives operators another way to differentiate their casino platforms at a time when the number of licensed businesses has fallen.

Game catalogues have also continued to evolve as suppliers release new slot formats, mechanics and volatility profiles for regulated European markets.

Those product changes are taking place within a more concentrated licensing environment in which operators have had to commit substantially more capital to maintain direct access to Italian players.

Market Structure After the Licensing Transition

The combined effect of fewer licensed operators, higher entry costs and single-domain licensing has reshaped the structure of Italy's online gambling market since the November 2025 transition.

With 46 companies holding 52 concessions, the market now operates through a smaller group of ADM-authorised platforms than under the previous system.

The ADM register of authorised remote gambling concessionaires shows the companies and websites permitted to operate under the current framework.

That restructuring provides the domestic backdrop to Lottomatica's latest expansion.

The company and CIRSA first announced their proposed combination on September 2, 2026. On October 8, the boards of both groups approved the common merger plan, moving the transaction into its next formal stage.

The combined business is expected to remain headquartered in Rome and operate under the Lottomatica name. CIRSA shareholders are also due to receive a €262 million extraordinary dividend before completion.

The transaction is expected to generate around €115 million in annual pre-tax cash benefits within three years after completion.

For Italy's gambling sector, the deal does not alter the number of ADM licences or directly consolidate two domestic concession holders. It does, however, show how one of the strongest operators to emerge from Italy's restructured market is pursuing greater scale beyond the country's borders.

Less than a year after Italy reduced and reorganised its pool of licensed online gambling businesses, Lottomatica's proposed combination with CIRSA adds a new dimension to that story: one of the country's largest gambling groups is now looking to turn its strong domestic position into greater international scale.