Cirsa calls 30 November meeting to vote on Lottomatica merger

Cirsa has called an extraordinary general meeting of shareholders for 30 November 2026 to vote on the cross-border merger by absorption of the Spanish company by Lottomatica Group S.p.A., according to the reported meeting notice. The meeting is scheduled for 11:30 at the Hotel Eurostars Don Cándido in Terrassa, Barcelona. If the required quorum is not reached at the first call, a second meeting has been set for 1 December.

The notice also includes a proposal to distribute an extraordinary dividend of €1.56 per share, equivalent to about €262m. Shareholders will additionally vote on authorisation to make cash distributions over one year charged to the share premium or other freely available reserves, up to a maximum of €100m, alongside other matters linked to the merger and the proposed distributions.

Under the common merger project approved by the boards of both companies on 8 October, Cirsa will be absorbed by Lottomatica and will cease to exist as an independent legal entity. The Italian company will assume all of Cirsa's assets, liabilities and legal relationships. The agreement provides for an exchange of 0.668 newly issued Lottomatica ordinary shares for each Cirsa share, with no additional cash consideration for the exchange.

The transaction also provides for compensation of €13.20 per share for Cirsa shareholders who vote against the merger and exercise their right of disposal, subject to adjustments for dividends and other distributions paid before the transaction takes effect. This mechanism is conditional, among other things, on the affected shares not exceeding 5% of Cirsa's capital. The merger remains subject to approval.