Lottomatica has announced a bold all-share merger with Spanish gambling group Cirsa, creating what the companies are billing as the second-largest gambling PLC globally by adjusted EBITDA.

Discussing the deal on the iGaming Daily podcast, SBC editor-at-large Ted Menmuir and SBC News editor Ted Orme-Clay broke down the mechanics and implications of the surprise transaction.

Under the terms, Cirsa shareholders will receive 32% of the combined group, with roughly 25% going directly to Blackstone, Cirsa’s majority owner, who will also become the largest single shareholder at Lottomatica. 

The remaining 67% stays with existing Lottomatica investors. 

Analysts have valued Cirsa in the region of €2.8bn, with the combined business targeting €4.4bn in pro forma revenue and €2bn in adjusted EBITDA – a figure that would place it behind only Flutter Entertainment.

Menmuir was blunt about the deal’s real test. “This is going to test the whole group,” he said, pointing to Lottomatica and Cirsa’s limited prior experience with M&A on this scale, having previously only absorbed smaller local brands such as GoldBet.

Orme-Clay flagged the geography as the biggest surprise, noting he expected consolidation to run the other way given Italy’s newly re-regulated market has been drawing heavy investor interest from operators including Flutter, Betsson and bet365.

Blackstone emerges as the deal’s clearest winner, retaining influence over the enlarged group via its Lottomatica stake while exiting a Spanish market it has found increasingly difficult to navigate amid political pressure on marketing and bonusing rules.

Both hosts urged caution around the “second-largest PLC” framing, noting Allwyn made similar claims following its PrizePicks acquisition, while Flutter’s own share price has fallen by more than 50% year-to-date despite topping the rankings in 2025.

Regulatory approval remains the key hurdle before the merger can be finalised.

Watch the full episode here.