Cirsa Enterprises, S.a.u. · BME:CIRSA
Cirsa Enterprises, S.a.u — Cirsa — Merger or Acquisition (September 2026)
19 slides from Cirsa Enterprises, S.a.u's merger presentation, Sep 2, 2026
Slide 1: Combination of Lottomatica and CIRSA
Combination of Lottomatica and CIRSA Creating a global gaming champion 2Confidential September 2026 |
Slide 2: Disclaimer
Disclaimer THIS PRESENTATION (AS DEFINED BELOW) OR ANY PART OF IT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES OR POSSESSIONS, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR TO ANY RESIDENT THEREOF O
Slide 3: Today's presenters
Today’s presenters Guglielmo Angelozzi Laurence Van Lancker Antonio Hostench Chairman and Chief Executive Deputy Chief Executive Officer and Chief Executive Officer, CIRSA Officer, Lottomatica CFO, Lottomatica ▪ CEO since 2014, Chairman since 2025 ▪ CFO since 2021, Deputy CEO since 2025 ▪ CEO since
Slide 4: Creating a global champion
Creating a global champion • Creating a global champion of ~€2bn Adj. EBITDA(1) through an all-share combination (merger of CIRSA into Lottomatica): - Lottomatica shareholders to own ~67.5% and CIRSA shareholders to own ~32.5% of the combined company (o/w Blackstone to own ~24%) - CIRSA shareholders
Slide 5: Lottomatica and CIRSA today
Lottomatica and CIRSA today #1 operator in Spain, with leadership in #1 operator in Italy other attractive, high-growth markets Overview 1 1 ~€16bn 11 8 ~€34bn # of leadership # of leadership # of markets ’26E TAM # of markets ’26E TAM positions positions Financial €940-980m €780-820m €800-820m €600
Slide 6: Confirming and strengthening Lottomatica's investment proposition
Confirming and strengthening Lottomatica’s investment proposition: sustained growth, cash generation and returns to shareholders Consistent revenue growth ✓ Consistent growth track record of profitable +13% +11% CAGR from H1-24 to H1-26 CAGR from H1-24 to H1-26(1) Transaction expected to be accretiv
Slide 7: A compelling opportunity
A compelling opportunity 1 Creation of a global gaming champion with c.€2bn EBITDA 2 #1 position in Italy and Spain, with leadership positions in other high-growth complementary markets 3 Total cash synergies of ~€115m per year 4 Accelerates CIRSA’s Online growth organically and inorganically levera
Slide 8: Combined company will be the 2nd largest listed gaming and sports betting operator globally
Combined company will be the 2nd largest listed gaming and sports betting operator globally LTM H1-26 Adjusted EBITDA(1) (€m) 2,100 (2) 1,812 2026E EBITDA guidance (3) 1,518 €940m-€980m (4) 1,314 2026E EBITDA guidance €800m-€820m (5) (6) 993 989 914 865 (7) 796 555 429 (8) 274 176 160 Source: Compan
Slide 9: TAM doubles, with undisputed leadership in Italy and Spain
TAM doubles, with undisputed leadership in Italy and in Spain, complemented by number 1 positions in high-quality markets with double-digit online growth A B C ’23A-’26E % of PF LTM Market ‘26E Highlights Online H1-26 EBITDA Position TAM(1) in €m TAM CAGR Clear market leader across all verticals and
Slide 10: Diversified geographical footprint and balanced multi-channel business
Diversified geographical footprint and balanced multi-channel business Geographic breakdown(1) Channel breakdown(1,3) LTM H1-26 PF Adjusted EBITDA % LTM H1-26 PF Adjusted EBITDA % 80% of EBITDA from Italy 97% of EBITDA from Italy and Spain, two of the #1 Market Positions 57% largest and most stable
Slide 11: ~€115m of cash synergies from Opex and Interest cost savings
~€115m of cash synergies from Opex and Interest cost savings Synergy overview ▪ Pre-tax operating cost synergies of ~€101m by end of 3rd full year post-completion Summary ▪ Estimated costs to achieve of c.€120m to be incurred over three years after completion ~€115m total run-rate synergies expected
Slide 12: Leveraging Lottomatica's assets and capabilities to boost CIRSA's Online business
Leveraging Lottomatica’s assets and capabilities to boost CIRSA’s Online business Lottomatica CIRSA Capabilities & Assets 2017 Today Today ✓ Unified, proprietary tech stack Core ▪ Fragmented technology stack ✓ Full product control ▪ Strong growth in attractive, high-potential technology ▪ No group-w
Slide 13: Accelerating CIRSA's move to Online
Accelerating CIRSA’s move to Online – replicating Lottomatica’s Online execution % Share of Online EBITDA(1,2) Online EBITDA Margin %(1,2) 65.3% 61.8% 59.2% 57.7% 57.9% Lottomatica 56.1% 55.4% 53.0% 51.8% today 53.6% 44.7% Lottomatica 43.1% today 42.0% 41.3% 42.7% Significant runway and 26.9% Signif
Slide 14: Well-run companies with a consistent track record of delivering profitable growth
Well-run companies with a consistent track record of delivering profitable growth in the last 10 years Lottomatica Adj. EBITDA last 40Q evolution (€m)(1) CIRSA Adj. EBITDA last 40Q evolution (€m)(2) Covid restrictions Covid restrictions Quarterly positive YoY growth (%) Quarterly negative YoY growth
Slide 15: Attractive financial profile and consistent capital returns with enhanced liquidity
Attractive financial profile and consistent capital returns with enhanced liquidity Strong PF growth profile ▪ ~€2bn of pro forma EBITDA with consistent track record of delivering profitable growth in the last 10 years ~10-11% FY26E PF ▪ Continued attractive growth expected in the medium-term EBITDA
Slide 16: Combination with CIRSA reinforces Lottomatica's investment proposition
Combination with CIRSA reinforces Lottomatica’s investment proposition of sustainable growth and returns for all shareholders Continues compounding, profitable growth story Strong free cash flow generation Highly accretive on an earnings and cash flow basis Preserves capital allocation flexibility t
Slide 17: Recap of the Transaction
Recap of the Transaction • Recommended all-share combination implemented via an EU cross-border statutory merger where CIRSA is absorbed by Lottomatica, with Lottomatica being the surviving entity • Upon effectiveness of the merger, CIRSA shareholders receive 0.668 new shares in Lottomatica for each
Slide 18: Expected Timetable
Expected Timetable Q3-26 Q4-26 Q1-27 Q2-27 Transaction Announcement (2-Sep-26) • Joint Merger Project approved by both Boards • Publication of merger documents • Lottomatica and CIRSA EGMs convened • Lottomatica and CIRSA EGM to approve merger and, with respect to CIRSA only, the extraordinary divid
Slide 19: Combination of Lottomatica and CIRSA
Combination of Lottomatica and CIRSA Creating a global gaming champion 19