Cirsa shareholders who vote against the company's merger with Lottomatica and then sell their shares are entitled to €13.20 per share in cash, according to the merger project as reported by trade outlet AZARplus on 29 October 2026. No second independent source has confirmed the terms, and every detail below comes from that single report.
The exchange ratio is 0.668 newly issued ordinary Lottomatica shares for each Cirsa share, AZARplus reports, with exceptions for treasury shares and for shares covered by the sale right.
According to the outlet, the €13.20 equals the average trading price of Cirsa shares between 2 June and 1 September 2026 inclusive. To use the sale right, a shareholder must vote against the merger at the Extraordinary General Meeting and notify Cirsa within 20 calendar days after the meeting. Payment is due no later than two months after the merger's effective date. If it is paid before the effective date, the €13.20 is reduced euro for euro by any dividends or distributions the holder received before payment.
The deal has a ceiling on dissent, AZARplus reports: it is conditional on shares subject to the sale right not exceeding 5% of Cirsa's issued shares outstanding on the date of the extraordinary meeting.
The meeting has also moved. AZARplus reports that it is now set for 30 November at 11:30 at the Hotel Eurostars Don Cándido in Terrassa, Barcelona, with a second call on 1 December. It replaces the originally planned dates of 25 and 26 November.
According to the report, shareholders will also vote on an extraordinary dividend of €1.56 gross per share, paid from the share premium and capped at €262.07 million. The cap is calculated on 167,992,667 shares, and the figures are consistent: 1.56 multiplied by that count comes to €262.07 million. The dividend is payable only if shareholders of both Cirsa and Lottomatica approve the merger.
Further conditions, per AZARplus, include expanding the Lottomatica board by two members, with Michele Rabà and Miguel García Gómez as nominees or two other directors designated by LHMC Midco, and authorising cash distributions of up to €100 million over one year.
Cirsa's board recommends voting in favour of all proposed resolutions, according to AZARplus.
The reported terms leave two points open. They do not say whether the €1.56 dividend would count as a distribution that reduces the €13.20 for a dissenting holder, and the answer depends on payment timing that has not been reported. No Lottomatica share price has been reported either, so the cash option cannot be compared here with the share exchange. For reference, €13.20 divided by 0.668 is about €19.76. At that Lottomatica price, the two routes would be worth the same per Cirsa share, before any dividend. Cirsa's own merger documentation, or a second outlet's reading of it, would settle the deduction question.
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