Eldorado Resorts and Caesars Entertainment Announce Preliminary Results of Elections Made by Caesars Stockholders in Connection With the Proposed Merger
As previously announced, Caesars stockholders were permitted to elect to receive in exchange for each issued and outstanding share of Caesars common stock (other than shares of Caesars common stock that are (a) owned or held in treasury by Caesars or owned by Eldorado or any of its subsidiaries or (b) held by a holder of record who did not vote in favor of the Merger and is entitled pursuant to, and who complies in all respects with, Section 262 of the Delaware General Corporation Law) consideration payable in either cash (the “Cash Election Consideration”) or common stock, par value
All such elections were subject to the proration procedures described in the Merger Agreement and in the joint proxy statement/prospectus, dated
Based on the information available as of the Election Deadline, the preliminary results for the election of merger consideration were as follows:
- Holders of 382,608,319 shares of Caesars common stock (which includes 81,320,835 shares that remain subject to guaranteed delivery procedures), or approximately 55.25% of the shares deemed outstanding for purposes of the election, elected to receive the Cash Election Consideration;
- Holders of 271,242,689 shares of Caesars common stock (which includes 73,765,316 shares that remain subject to guaranteed delivery procedures), or approximately 39.17% of the shares deemed outstanding for purposes of the election, elected to receive the Stock Election Consideration; and
- Holders of 38,592,472 shares of Caesars common stock, or approximately 5.57% of the shares deemed outstanding for purposes of the election, either did not submit valid elections or submitted an election expressing no preference.
The foregoing results are preliminary only and are subject to a notice of guaranteed delivery procedure. The final election results may therefore differ materially from the preliminary election results and are not expected to be available until following the closing of the Merger. Based on the preliminary results described above, it is expected that Caesars stockholders who elected to receive the Stock Consideration will be subject to proration. After the final merger consideration election results are determined, the final allocation and proration of merger consideration will be calculated in accordance with the terms of the Merger Agreement.
Caesars stockholders are reminded that until the consummation of the Merger, Caesars stockholders will not be able to transfer (including by sale) shares of Caesars common stock for which a properly completed election form has been submitted unless the election is revoked prior to the transfer of such shares of Caesars common stock. Caesars stockholders are not entitled to revoke or change their elections following the Election Deadline. As a result, Caesars stockholders will be unable to sell their shares of Caesars common stock during the period between the Election Deadline and the effective time of the Merger.
Eldorado is a leading casino entertainment company that owns and operates twenty-one properties in eleven states, including
Cautionary Statement Regarding Forward-Looking Statements
This communication contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on the current expectations of Eldorado and Caesars and are subject to uncertainty and changes in circumstances. These forward-looking statements include, among others, statements regarding the timing and completion of the Merger. These forward-looking statements may be identified by the use of words such as “expect,” “anticipate,” “believe,” “estimate,” “potential,” “should,” “will” or similar words intended to identify information that is not historical in nature. The inclusion of such statements should not be regarded as a representation that the forward-looking events discussed in this document will occur or be achieved. There is no assurance that the Merger will be consummated, and there are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements made herein. Information on risks and uncertainties is available in each of Eldorado’s and Caesars’ recent filings with the