Lottomatica said on Wednesday that its proposed cross-border merger with Spanish gaming group Cirsa carries limited operational and antitrust risk, arguing that the businesses have complementary market positions in Italy and Spain. The transaction would combine two listed gambling companies and, if completed, create what the companies describe as the world’s second-largest listed gaming and sports betting operator, making regulatory clearance and execution central issues for two of Europe’s most closely regulated gambling markets.
Speaking during an investor call following the announcement, Lottomatica chief executive Guglielmo Angelozzi said the combination was not based on a turnaround strategy or a major restructuring of Cirsa. Instead, he presented the deal as a merger of two established businesses that have each recorded revenue growth in recent years and operate under different brand portfolios, distribution networks and geographic strengths.
Under the planned structure, Lottomatica would absorb Cirsa through an EU cross-border merger and remain the surviving legal entity. Angelozzi is expected to lead the combined group as chief executive. The companies said the enlarged business would have pro forma adjusted EBITDA of about €2bn, based on their reported financial performance.
The transaction would bring together two operators with broad exposure to retail gaming, online betting and gaming, casinos and machine-based gaming. While both groups operate in several jurisdictions, Italy and Spain would account for the bulk of the combined company’s earnings. Italy represented 57% of pro forma adjusted EBITDA in the first half, while Spain contributed 23%, according to the investor presentation. Other markets accounted for the remaining 20%.
That concentration gives the merger a clear commercial rationale but also places it under the scrutiny of regulators overseeing national gambling markets. Italy and Spain both apply licensing rules, advertising restrictions, player-protection obligations and compliance requirements that can affect the ability of operators to combine brands, share platforms or expand digital offerings. Any assessment of the transaction is likely to focus not only on market share, but also on whether the merged group’s operations remain consistent with local licence conditions and competition rules.
Angelozzi told analysts that the companies’ recent financial records supported his assessment that the transaction involved limited execution risk. From the first half of 2024 to the first half of 2026, Lottomatica reported a compound annual revenue growth rate of 13%, while Cirsa’s equivalent rate was 11%, he said. He argued that the combined company could maintain similar growth and shareholder distributions while benefiting from a larger free float, higher trading liquidity, access to additional markets and cost or commercial synergies.
The chief executive said the proposed combination differed from earlier cross-border gambling acquisitions in which a buyer had attempted to improve a weaker asset or reposition a business with a secondary market role. In this case, he said, Cirsa had operated as a stable group for around a decade and did not require a fundamental change in strategy.
Cirsa chief executive Antonio Hostench also said the limited overlap between the two companies was a key factor. He described the businesses as largely complementary and said Cirsa saw value in becoming part of Lottomatica’s longer-term plan. His comments pointed to a model in which the companies retain useful local capabilities rather than attempting immediate consolidation of all consumer-facing operations.
The issue of overlap is particularly significant in Italy, where Lottomatica has a substantial presence across regulated gambling verticals and Cirsa also operates. Angelozzi said he did not expect the Italian competition position to create material problems because Italy was not the central purpose of the transaction and the deal would not substantially change concentration levels in relevant markets. He said the combined group would remain below 40% in each relevant Italian market.
That assessment will nonetheless depend on how competition authorities define the relevant product and geographic markets. Gambling operators can compete differently across online sports betting, online casino-style games, retail betting, gaming machines and land-based casinos. Market shares may also vary considerably depending on whether authorities examine gross gaming revenue, turnover, customer accounts, retail locations or individual licence categories. A broad statement on aggregate market concentration may not resolve questions in every segment.
For players, the companies’ argument is that the merger should preserve a multi-brand approach rather than reduce choice through the closure of overlapping products. Angelozzi said Lottomatica already manages several brands in Italy and has experience operating portfolios aimed at different consumer groups. He added that management did not expect revenue attrition because the two groups use complementary brands and operating models.
The extent to which that position can be maintained will be an important commercial test after completion. Multi-brand structures can help an operator address distinct customer segments and retain established local identities, but they can also increase compliance costs. Each brand must meet marketing, responsible gambling, customer verification and reporting requirements, while operators must ensure that common technology or promotional practices do not breach jurisdiction-specific rules.
Online betting and gaming would be the largest earnings contributor in the combined group, accounting for 48% of pro forma adjusted EBITDA in the first half. Distributed gaming represented 27%, followed by casinos at 25%. The revenue mix underscores why digital regulation will be a significant consideration for the enlarged company, particularly as online gambling rules can change faster than those governing physical venues.
Angelozzi identified Spain as a market with further online potential. He estimated that Cirsa holds about 6% of Spain’s online market, a share he said indicated a more fragmented and less developed environment than Italy. The company expects online gambling in both countries to continue growing, with Spain potentially offering a stronger relative expansion opportunity.
Spain’s regulated online sector, however, remains shaped by restrictions intended to control gambling advertising and customer inducements. These measures can limit the commercial benefits operators traditionally seek from scale, including broad-based marketing and cross-selling. In addition, a fragmented market does not necessarily translate into easy consolidation or market-share gains, as licensed rivals may hold established customer relationships and regulators may closely monitor changes in competitive conditions.
Italy remains the larger profit pool for the combined group, but it also presents its own regulatory and fiscal pressures. Italian operators have faced periodic policy changes affecting concessions, product rules, taxation and advertising. A larger operator may have more resources to absorb compliance expenditure and invest in technology, but scale does not remove exposure to regulatory shifts or to the cost of maintaining retail and online operations under separate rules.
Cirsa’s retail platform in Spain was another part of the strategic case outlined by Angelozzi. He said the group has substantial knowledge of Spanish consumers and the local business environment, as well as a physical footprint that could support online activity. The ability to use retail customer relationships to support digital operations will, however, remain subject to local restrictions on data use, marketing and player safeguards.
The companies also highlighted the prospective financial benefits of a larger listed entity. A broader investor base and increased share liquidity could be relevant to shareholders seeking exposure to regulated European gambling markets through a single company. But the expected benefits will depend on integration discipline, the preservation of local operating knowledge and the avoidance of disruption to licensed activities.
The merger proposal arrives at a time when listed gambling groups are balancing expansion ambitions with heightened compliance expectations. Regulators have increasingly focused on affordability controls, anti-money laundering procedures, advertising standards, self-exclusion systems and protection of vulnerable customers. Cross-border groups must apply common governance standards while adapting to the detailed requirements of each jurisdiction in which they hold licences.
Management’s assertion that no turnaround is required may reduce concern about deep cost-cutting or rapid changes to Cirsa’s operations. However, it also narrows the scope for easy gains from restructuring. The commercial case will rely more heavily on maintaining revenue growth, coordinating online and retail strategies, achieving stated synergies and managing a larger balance of country-specific regulatory obligations.
The companies have not indicated on the call that the Italian operations would be materially reorganised as a result of the merger. Angelozzi said Lottomatica did not anticipate revenue losses from brand overlap and maintained that Cirsa’s presence in Italy would not alter competition to a degree that created a serious antitrust concern. That position will be tested during the formal review process rather than solely by management’s market-share estimates.
Attention will now turn to the merger documentation, the required corporate and regulatory approvals, and any competition review in the jurisdictions affected by the deal. Lottomatica and Cirsa will also need to set out an implementation timetable and provide more detail on how the combined group will manage brands, licences and compliance systems across Italy, Spain and its other markets.
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