LAS VEGAS, June 23, 2017 /PRNewswire/ -- Caesars
Entertainment Corporation (NASDAQ: CZR) ("Caesars Entertainment")
and Caesars Acquisition Company (NASDAQ: CACQ) ("Caesars
Acquisition") today announced that the Securities and Exchange
Commission ("SEC") has declared effective the Registration
Statement on Form S-4 previously filed by Caesars Entertainment on
March 13, 2017, and amended on
June 5, 2017 and June 20, 2017, in connection with the Amended and
Restated Agreement and Plan of Merger dated as of July 9, 2016 and amended on February 20, 2017 (as amended, the "Merger
Agreement"), pursuant to which, among other things, Caesars
Acquisition will merge with and into Caesars Entertainment (the
"Merger").
Caesars Entertainment and Caesars Acquisition also announced
today that they have individually scheduled special meetings of
Caesars Entertainment and Caesars Acquisition stockholders in
connection with the pending Merger. Stockholder approval of the
Merger is a critical step to concluding the restructuring of
Caesars Entertainment Operating Company, Inc. ("CEOC").
The special meeting of Caesars Entertainment stockholders will
be held on July 25, 2017, at
8:00 a.m. PT in the Classico Chapel,
Caesars Palace, One Caesars Palace Drive, Las Vegas, Nevada. All Caesars
Entertainment stockholders of record as of the close of business on
June 19, 2017 will be entitled to
vote their shares of Caesars Entertainment common stock at the
special meeting.
The special meeting of Caesars Acquisition stockholders will be
held on July 25, 2017, at
10:00 a.m. PT in the Classico Chapel,
Caesars Palace, One Caesars Palace Drive, Las Vegas, Nevada. All Caesars
Acquisition stockholders of record as of the close of business on
June 19, 2017 will be entitled to
vote their shares of Caesars Acquisition common stock at the
special meeting.
Caesars Entertainment and Caesars Acquisition expect to begin
mailing the joint proxy statement/prospectus to their respective
stockholders in the coming days that will contain information for
stockholders of both companies, as well as instructions for
voting.
Caesars Entertainment and Caesars Acquisition continue to engage
with regulators in jurisdictions where approvals are required for
the Merger and other aspects of CEOC's restructuring. In addition
to regulatory approvals and approval by stockholders at the special
meetings, the Merger is subject to the completion of CEOC's
restructuring and other customary closing conditions. 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 CEOC, wholly owned Caesars Entertainment
Resort Properties, LLC and Caesars Growth Partners, LLC ("CGP
LLC"), in which CEC holds 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. CEC'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. CEC 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 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 will be 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.
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
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. You can obtain free
copies of these documents from CEC and CAC in the manner set forth
above.
Forward-Looking Statements
This release 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
release 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 CEC 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,
CEC's and CEOC's ability (or inability) to meet any milestones or
other conditions set forth in their restructuring support
agreements, CEC'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,
CEC's ability (or inability) to secure additional liquidity to meet
its ongoing obligations and its commitments to support the CEOC
restructuring as necessary, CEC'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
release. CEC and CAC 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 release or
to reflect the occurrence of unanticipated events, except as
required by law.
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SOURCE Caesars Entertainment Corporation