LAS VEGAS, March 17, 2017 /PRNewswire/ -- Caesars
Entertainment Corporation (NASDAQ: CZR) ("Caesars Entertainment")
today announced that the Maryland Lottery and Gaming Control
Commission has approved its proposed merger with Caesars
Acquisition Company ("Caesars Acquisition").
Completion of the merger is a critical step to concluding the
restructuring of Caesars Entertainment Operating Company
("CEOC").
Caesars Entertainment and Caesars Acquisition continue to engage
with their respective regulators in jurisdictions where approvals
are required for the merger and other aspects of CEOC's
restructuring. In addition to regulatory approvals, the merger is
subject to approval by stockholders of both companies and other
customary closing conditions, and CEOC's restructuring is subject
to the completion of the merger, certain financing activities,
continuing oversight by the United States Bankruptcy Court, and
other customary closing conditions.
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. CEC is mainly comprised of the
following three entities: the majority owned operating subsidiary
Caesars Entertainment Operating Company, wholly owned Caesars
Entertainment Resort Properties and Caesars Growth Properties, in
which we hold a variable economic interest. Since its beginning in
Reno, Nevada, 75 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. The Company's resorts
operate primarily under the Caesars®, Harrah's® and Horseshoe®
brand names. CEC's portfolio also includes the London Clubs
International family of casinos. CEC 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. The Company 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.
Important Additional Information
Pursuant to the
Amended and Restated Agreement and Plan of Merger, dated as of
July 9, 2016, between CEC and Caesars Acquisition Company
("CAC"), as subsequently amended on February
20, 2017 (as amended, the "Merger Agreement"), among other
things, CAC will merge with and into CEC, with CEC as the surviving
company (the "Merger"). In connection with the Merger, CEC and CAC
filed with the Securities and Exchange Commission (the "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 has not yet become effective. After the registration
statement is declared effective by the SEC, a definitive joint
proxy statement/prospectus will be mailed to stockholders of CEC
and CAC. Stockholders are urged to read the registration statement
and 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.
CEC, CAC and their respective directors, executive officers and
certain other members of management and employees may be soliciting
proxies from CEC 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 CEC and CAC stockholders in connection with the
proposed business combination transaction is set forth in the joint
proxy statement/prospectus filed with the SEC on March 13, 2017 and the definitive proxy statement
filed on March 24, 2016,
respectively. You can obtain free copies of these documents from
CEC and CAC in the manner set forth above.
Forward Looking Statement
This filing includes
"forward-looking statements" intended to qualify for the safe
harbor from liability established by the Private Securities
Litigation Reform Act of 1995. You can identify these statements by
the fact that they do not relate strictly to historical or current
facts. These statements contain words such as, "will," "would,"
"expect," and "propose" or the negative or other variations thereof
or comparable terminology.
These forward-looking statements, including, without limitation,
those relating to the merger or the transactions contemplated by
the Third Amended Joint Plan of Reorganization of CEOC (the
"Plan"), CEOC's emergence and expected timing thereof, future
actions that may be taken by CEC and others with respect thereto,
the completion of the merger and the financial position and actions
of CEC post-emergence, wherever they occur in this filing, are
based on CEC management's current expectations and projections
about future events and are necessarily estimates reflecting the
best judgment of management and involve a number of risks and
uncertainties that could cause actual results to differ materially
from those suggested by the forward-looking statements.
You are cautioned that forward-looking statements are not
guarantees of future performance or results and involve risks and
uncertainties that cannot be predicted or quantified and,
consequently, the actual performance of CEC may differ materially
from that expressed or implied by such forward-looking statements.
Such risks and uncertainties include, but are not limited to, the
following factors, as well as other factors described from time to
time in our reports filed with the Securities and Exchange
Commission:
- the Merger Agreement, as amended, may not be approved by the
CEC and CAC stockholders, respectively, at the respective special
meetings or the failure to satisfy any of the other closing
conditions of the Merger Agreement, as amended;
- the merger may not be consummated or one or more events,
changes or other circumstances that could occur that could give
rise to the termination of the Merger Agreement, as amended;
- the merger is subject to the substantially contemporaneous
consummation of the Plan and the Plan is subject to a number of
conditions which are not under CEC's control;
- CEC's ability (or inability) to secure additional liquidity to
meet its ongoing obligations and its commitments to support the
restructuring of CEOC as necessary;
- CEC's financial obligations exceeding or becoming due earlier
than what is currently forecast and other risks associated with the
restructuring of CEOC and related litigation; and
- the price of, market for and potential market price volatility
of CEC's common stock.
You are cautioned to not place undue reliance on these
forward-looking statements, which speak only as of the date of this
filing. CEC 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 filing or to reflect the
occurrence of unanticipated events, except as required by law.
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SOURCE Caesars Entertainment Corporation