Italy's Lottomatica to buy Spain's CIRSA to create Blackstone-backed betting giant

MILAN, Sept 2 (Reuters) - Italy's Lottomatica agreed on Wednesday to buy Spanish rival CIRSA in a €2.8 billion all-share deal to create the world's second-largest listed gaming and sports betting firm after FanDuel owner Flutter.

U.S. fund Blackstone, currently the main shareholder in CIRSA, will become the single biggest investor with a 24% stake in the joint group whose adjusted pro-forma core profit is projected at about €2 billion ($2.3 billion), the companies said.

Lottomatica will pay CIRSA investors 0.668 new Lottomatica shares for each CIRSA share tendered. 

The exchange ratio values the Spanish firm's shares at €16.55 each - a premium of just over 21% according to Reuters calculations based on Tuesday's closing prices.

Headquartered in Rome with secondary offices for CIRSA in Barcelona, the combined company will retain the Lottomatica name and will be led by the Italian firm's current chairman and chief executive, Guglielmo Angelozzi.

The merger is expected to generate €115 million of pre-tax cash benefits after three years from completion. 

During that period, the merged entity plans to return to shareholders up to €4 billion as dividends and share buybacks.

SURPRISE MOVE

 Shares in Lottomatica fell 9.6% by 1030 GMT, with some traders saying the move had taken investors by surprise, as Lottomatica had so far focused on a pure online business strategy centred on Italy. 

 CIRSA, which generates 53% of its core earnings from casinos and gambling halls and which needs to expand its online footprint, soared by 17%.

Speaking on a call with analysts, Angelozzi said the risks associated with the transaction were limited and that CIRSA, the market leader in Spain, did not require any turnaround.

"What you get with this deal is stable and predictable growth," he said.

The merged entity will be listed on Euronext Milan and Spanish stock exchanges.

"The transaction appears strategically compelling: Lottomatica is using its equity to acquire a lower-valued business ... while retaining 67.5% of the combined entity," JPMorgan analysts said in a note.

"Having executed exceptionally well in Italy - where it is the number one in an attractive, growing market - we see Spain as a logical next leg of growth."

Before closing, which is expected in the second quarter of 2027 and remains subject to approval by the shareholders of both companies, CIRSA will pay an extraordinary dividend of €262 million to its shareholders.

 Evercore, PJT Partners, Deutsche Bank and Mediobanca were Lottomatica's financial advisers. CIRSA was advised by Lazard.

 ($1 = 0.8639 euros)

(Reporting by Elvira Pollina, Anna Uras, Francesca Piscioneri and Javi West Larrañaga, writing by Elvira Pollina and Valentina Za, editing by Milla Nissi-Prussak, Gavin Jones and Keith Weir)