LAS VEGAS, July 25, 2017 /PRNewswire/ -- Caesars
Entertainment Corporation (NASDAQ: CZR) ("Caesars Entertainment")
and Caesars Acquisition Company (NASDAQ: CACQ) ("Caesars
Acquisition") today announced that stockholders of both companies
voted to approve the previously announced merger of Caesars
Entertainment and Caesars Acquisition (the "Merger"). Pending final
regulatory approvals and the other conditions described below,
Caesars Acquisition will merge with and into Caesars Entertainment.
Each of the companies held a special meeting of stockholders
earlier today.
The Merger (and merger agreement amongst the companies) received
the affirmative vote of 87.8 percent of Caesars Entertainment's
outstanding shares of common stock as of the June 19, 2017 record date for the special meeting
and the affirmative vote of 95.2 percent of Caesars Acquisition's
outstanding shares of common stock as of the June 19, 2017 record date for the special
meeting. Stockholders of Caesars Entertainment also approved a
number of other matters related to the restructuring of Caesars
Entertainment Operating Company, Inc. ("CEOC" ) and its
emergence from bankruptcy.
"Receipt of these stockholder approvals is an important
milestone to complete the merger of Caesars Entertainment and
Caesars Acquisition and conclude the restructuring of Caesars
Entertainment Operating Company," said Mark
Frissora, President and Chief Executive Officer of Caesars
Entertainment. "The successful conclusion of the restructuring will
create new opportunities for incremental investments in growth. We
appreciate our stockholders' support in voting to approve the
merger."
Regulatory Approval and Other Conditions
Caesars Entertainment and CEOC continue to engage with
regulators in the jurisdictions where approvals are required for
certain aspects of CEOC's restructuring. The Merger of
Caesars Entertainment and Caesars Acquisition is subject to
customary closing conditions, including the completion of CEOC's
restructuring. CEOC's restructuring is subject to the completion of
the Merger, certain financing activities and lease documentation
and other customary closing conditions. Caesars Entertainment
currently anticipates completing the Merger and CEOC's
restructuring in the first week of October.
About Caesars Entertainment Corporation
Caesars Entertainment Corporation ("CEC") is the world's
most diversified casino-entertainment provider and the most
geographically diverse U.S. casino-entertainment company. Caesars
Entertainment is mainly comprised of the following three entities:
the majority owned operating subsidiary CEOC, wholly owned CERP and
Caesars Growth Properties, LLC, ("CGP LLC"), in which we hold
a variable economic interest. Since its beginning in Reno, Nevada, 79 years ago, CEC has grown
through development of new resorts, expansions and acquisitions and
its portfolio of subsidiaries now operate 47 casinos in 13 U.S.
states and five countries. Caesars Entertainment's resorts operate
primarily under the Caesars®, Harrah's® and Horseshoe® brand names.
Caesars Entertainment's portfolio also includes the London Clubs
International family of casinos. Caesars Entertainment is focused
on building loyalty and value with its guests through a unique
combination of great service, excellent products, unsurpassed
distribution, operational excellence and technology leadership.
Caesars Entertainment is committed to environmental sustainability
and energy conservation and recognizes the importance of being a
responsible steward of the environment. For more information,
please visit www.caesars.com.
About Caesars Acquisition Company
Caesars Acquisition Company ("CAC") was formed to make an equity
investment in CGP LLC, a joint venture between CAC and CEC, the
world's most diversified casino entertainment provider and the most
geographically diverse U.S. casino-entertainment company. CAC is
CGP LLC's managing member and sole holder of all of its outstanding
voting units. For more information, please visit
www.caesarsacquisitioncompany.com.
Important Additional Information
Pursuant to the
Amended and Restated Merger Agreement by and among Caesars
Entertainment and Caesars Acquisition dated as of July 9, 2016, as amended by that First Amendment
dated as of February 20, 2017 (the
"Merger Agreement"), among other things, CAC will merge with and
into CEC, with CEC as the surviving company. In connection with the
Merger, CEC and CAC filed with the SEC the Registration Statement,
which includes a preliminary joint proxy statement/prospectus, as
well as other relevant documents concerning the proposed
transaction. The Registration Statement was declared effective on
June 23, 2017. A definitive joint
proxy statement/prospectus was mailed to stockholders of CEC and
CAC on or about June 23, 2017.
Stockholders are urged to read the Registration Statement and the
joint proxy statement/prospectus regarding the Merger and any other
relevant documents filed with the SEC, as well as any amendments or
supplements to those documents, because they will contain important
information. You will be able to obtain a free copy of such joint
proxy statement/prospectus, as well as other filings containing
information about CEC and CAC, at the SEC's website (www.sec.gov),
from CEC Investor Relations (investor.caesars.com) or from CAC
Investor Relations (investor.caesarsacquisitioncompany.com).
The information in this communication is for informational
purposes only and is neither an offer to purchase, nor a
solicitation of an offer to sell, subscribe for or buy any
securities or the solicitation of any vote or approval in any
jurisdiction pursuant to or in connection with the proposed
transactions or otherwise, nor shall there be any sale, issuance or
transfer of securities in any jurisdiction in contravention of
applicable law. No offer of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended, and otherwise in accordance
with applicable law.
Forward-Looking Statements
This communication includes
"forward-looking statements" intended to qualify for the safe
harbor from liability established by the Private Securities
Litigation Reform Act of 1995 regarding the completion of the
Merger and CEOC's restructuring the currently expected timing
thereof.
You are cautioned that the forward-looking statements in this
communication are not guarantees that the Merger or CEOC's
restructuring will be consummated at all or on the timing
anticipated. Among the factors that could impact the consummation
of the Merger, CEOC's restructuring and the timing thereof
are: the conditions to the closing of the Merger or CEOC's
restructuring may not be satisfied, one or more events,
changes or other circumstances that could occur that could give
rise to the termination of the Merger Agreement, Caesars
Entertainment's and CEOC's ability (or inability) to meet any
milestones or other conditions set forth in their restructuring
support agreements, Caesars Entertainment's and CEOC's ability (or
inability) to satisfy the conditions to the effectiveness of the
Third Amended Joint Plan of Reorganization of CEOC and its Chapter
11 debtor subsidiaries (including without limitation finalization
of certain documentation with respect thereto), Caesars
Entertainment's ability (or inability) to secure additional
liquidity to meet its ongoing obligations and its commitments to
support the CEOC restructuring as necessary, Caesars
Entertainment's financial obligations exceeding or becoming due
earlier than what is currently forecast and other risks associated
with the CEOC restructuring and related litigation.
You are cautioned to not place undue reliance on these
forward-looking statements, which speak only as of the date of this
communication. Caesars Entertainment and Caesars
Acquisition undertake no obligation to publicly update or
release any revisions to these forward-looking statements to
reflect events or circumstances after the date of this
communication or to reflect the occurrence of unanticipated events,
except as required by law.
View original content with
multimedia:http://www.prnewswire.com/news-releases/caesars-entertainment-corporation-and-caesars-acquisition-company-announce-stockholder-approval-of-proposed-merger-300494095.html
SOURCE Caesars Entertainment Corporation