LAS VEGAS, July 14, 2017 /PRNewswire/ -- Caesars
Entertainment Corporation (NASDAQ: CZR) ("Caesars
Entertainment") and Caesars Entertainment Operating Company,
Inc. ("CEOC") today announced that the New Jersey Casino
Control Commission this week granted the necessary regulatory
approvals required for the merger of Caesars Acquisition Company
("CAC") into Caesars Entertainment and for the reorganization of
CEOC.
In addition to regulatory approvals, the merger of CAC with and
into Caesars Entertainment is subject to approval by
stockholders of both companies and other customary closing
conditions. CEOC's restructuring is subject to the completion of
the merger, certain financing activities and other customary
closing conditions.
In addition to New Jersey, the
companies have received approvals from gaming authorities in
Indiana, Pennsylvania, Iowa, Maryland, Mississippi and Illinois. Caesars Entertainment and CEOC
continue to engage with regulators in three jurisdictions where
approvals are required for certain aspects of CEOC's
restructuring.
About Caesars Entertainment Corporation
Caesars Entertainment Corporation 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, 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 Entertainment Operating Company,
Inc.
CEOC, a majority owned subsidiary of Caesars Entertainment,
provides casino entertainment services and owns, operates or
manages 38 gaming and resort properties in 13 states of the
United States and in five countries primarily under the
Caesars®, Harrah's® and Horseshoe® brand names. CEOC is focused on
building customer loyalty through providing its guests with a
combination of great service, excellent products, unsurpassed
distribution, operational excellence and technology leadership as
well as all the advantages of the Total Rewards program. CEOC also
is committed to environmental sustainability and energy
conservation, and recognizes the importance of being a responsible
steward of the environment.
Important Additional Information
Pursuant to the Amended and Restated Agreement and Plan of
Merger, dated as of July 9, 2016, between Caesars
Entertainment and CAC, as subsequently amended on February 20,
2017 (as amended, the "Merger Agreement"), among other things, CAC
will merge with and into Caesars Entertainment, with Caesars
Entertainment as the surviving company (the "Merger"). In
connection with the Merger, Caesars Entertainment and CAC filed
with the Securities and Exchange Commission ("SEC") a registration
statement on Form S-4 that 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 Caesars
Entertainment 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 Caesars Entertainment and CAC, at the SEC's
website (www.sec.gov), from Caesars Entertainment 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.
Caesars Entertainment, CAC and their respective directors,
executive officers and certain other members of management and
employees may be soliciting proxies from Caesars Entertainment and
CAC stockholders in favor of the business combination transaction.
Information regarding the persons who may, under the rules of the
SEC, be considered participants in the solicitation of the Caesars
Entertainment and CAC stockholders in connection with the proposed
business combination transaction is set forth in the definitive
joint proxy statement/prospectus filed with the SEC on
June 23, 2017 and Amendment No. 1 to the Annual Report on
Form 10-K for CAC's fiscal year ended December 31, 2016, filed
on March 31, 2017, respectively. You can obtain free copies of
these documents from Caesars Entertainment and CAC in the manner
set forth above.
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.
You are cautioned that the forward-looking statements in this
communication are not guarantees that the Merger will be
consummated. Among the factors that could impact the consummation
of the Merger are: the Merger Agreement may not be approved by the
Caesars Entertainment and CAC stockholders at the respective
special meetings, the other conditions to the closing of the Merger
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, 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 undertakes 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.
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SOURCE Caesars Entertainment Corporation