The merger between Lottomatica and Cirsa marks a milestone in the Spanish stock market as it occurs without the need for a public takeover bid. Minority shareholders will have the option to cash out their shares if they vote against the merger.
The merger between Lottomatica and Cirsa represents the first takeover of a listed company in Spain through a mechanism of cross-border mergers, according to expansion.com. This process allows for the avoidance of the obligation to present a public takeover bid (opa) for the acquired company.
Previous mergers in the Spanish stock market that did not require a takeover bid were domestic in nature, such as the integration of Bankia into CaixaBank. The union of Cirsa and Lottomatica is based on a directive for cross-border mergers from 2021, which was incorporated in 2023 into the Spanish Law on Structural Modifications of Commercial Companies.
Minority shareholders of Cirsa will be obliged to exchange their shares for Lottomatica shares unless they vote against the merger at the shareholders' meetings. In the event of opposition, they will be able to exercise the
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