Caesars Entertainment Inc. shareholders volition ballot Tuesday connected whether to o.k. Tilman Fertitta’s projected $17.6 cardinal acquisition of the casino company.
The special shareholder meeting is scheduled for 9 a.m. astatine the Eldorado hotel-casino successful Reno.
The proposed transaction would wage Caesars shareholders $31 per stock successful cash. The astir $17.6 cardinal transaction worth includes astir $11.9 cardinal of Caesars’ debt.
The vote
Shareholders of grounds arsenic of Aug. 21 are eligible to vote. The merger requires support from holders of a bulk of each outstanding Caesars shares, not simply a bulk of shares represented astatine the meeting.
Caesars had 203,780,124 shares outstanding arsenic of the grounds date, meaning astatine slightest 101,890,063 affirmative votes are required for the merger connection to pass.
Shareholders are voting connected 3 proposals: support of the merger with Fertitta Entertainment; a nonbinding advisory ballot connected compensation that could beryllium paid to Caesars executives successful transportation with the merger; a connection allowing the gathering to beryllium adjourned if further clip is needed to solicit proxies.
Caesars’ committee has recommended that shareholders ballot successful favour of each 3 proposals.
What happens aft the vote
Shareholder support would not instantly implicit the transaction. Caesars and Fertitta inactive indispensable fulfill regulatory and different closing conditions.
Caesars disclosed past week that the Federal Trade Commission had issued a 2nd petition for accusation to some companies, extending the national antitrust reappraisal process.
If the transaction yet closes, Caesars’ communal banal volition beryllium delisted from Nasdaq and the institution volition go privately held.
When volition we cognize the result?
Caesars could denote preliminary results astatine oregon soon aft Tuesday’s meeting. The institution is required to record the last voting results to the U.S. Securities and Exchange Commission wrong 4 concern days.
New disclosure
Caesars filed further proxy materials Tuesday greeting pursuing a request missive from a purported shareholder received Sept. 15.
The shareholder sought to inspect institution records and alleged that Caesars’ Aug. 25 definitive proxy connection omitted worldly accusation concerning its usage of Latham & Watkins arsenic extracurricular ineligible counsel, including the firm’s concurrent practice of Fertitta and definite of his affiliates successful unrelated matters.
Caesars said it believes the claims are without merit and that nary further disclosure was legally required. The institution said it nevertheless voluntarily supplemented its proxy materials to debar the hazard of litigation delaying oregon adversely affecting the merger.
The institution disclosed that Latham represents Caesars successful transportation with the merchantability process and merger, portion a abstracted squad of Latham attorneys has represented and continues to correspond Fertitta and/or definite affiliates connected matters unrelated to Caesars and the merger. Caesars said the fees from those unrelated matters are importantly little than the fees Latham is expected to person from Caesars for merger-related work.
Contact David Danzis astatine ddanzis@reviewjournal.com or 702-383-0378. Follow @AC2Vegas_Danzis connected X.
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