Lottomatica Group Spa said the boards of directors of the company and CIRSA Enterprises SA have approved the joint cross-border merger plan for the absorption of CIRSA into Lottomatica, relating to the transaction announced on September 2.

Completion is expected in the second quarter of 2027, while shareholder meetings of the two companies are expected to be held by the end of November 2026.

The exchange ratio provides for the allocation of 0.668 new Lottomatica ordinary shares for each CIRSA share, with no cash adjustment. BDO Auditores, appointed as independent expert by the Barcelona Companies Registry, confirmed the fairness of the exchange ratio and the adequacy of the consideration provided for the withdrawal right.

Before the merger takes effect, CIRSA will distribute an extraordinary dividend of €1.56 per share, for a total of approximately €262m.

Lottomatica and CIRSA shareholders are also expected to receive, by June 30, 2027, dividends or interim dividends relating to fiscal 2026 of up to an estimated €130m and €100m, respectively, subject to the relevant legal requirements and corporate resolutions.

If these dividends are not paid before the merger, adjustments to CIRSA’s extraordinary dividend and further distributions after the transaction will be provided for, to ensure that shareholders receive amounts consistent with those expected for 2026.

Following the merger, Lottomatica’s board of directors intends to propose a €744m capital distribution to shareholders, through an extraordinary dividend, a partial voluntary public tender offer for treasury shares or a combination of the two methods.

Lottomatica will retain its registered office in Rome and its current name. Guglielmo Angelozzi will remain chairman and chief executive officer, while Laurence Van Lancker will continue to serve as deputy CEO and CFO. Antonio Hostench Feu and Antonio Grau Folguera will retain, respectively, their roles as CEO and CFO of the CIRSA business.

Blackstone, CIRSA’s controlling shareholder, will be entitled to appoint two members of Lottomatica’s board of directors, which will increase from 11 to 13 members.

Lottomatica shares, including those allocated to CIRSA shareholders, will remain listed on Euronext Milan. Following completion of the merger and receipt of the relevant authorizations, they will also be admitted to trading on the Madrid, Barcelona, Bilbao and Valencia stock exchanges.

CIRSA shareholders who vote against the plan may exercise their withdrawal right, receiving €13.20 per share, net of distributions made before the merger takes effect. The transaction is subject, among other conditions, to the withdrawal right not being exercised with respect to more than 5% of the CIRSA shares issued and outstanding on the date of the meeting.