Caesars Entertainment (NASDAQ: CZR) has announced a special meeting for investors on Tuesday, September 22. At this meeting, investors will have the opportunity to vote on a proposed $17.6 billion acquisition offer from Tilman Fertitta’s Fertitta Entertainment Inc. (FEI).
In a Schedule 14A filing with the Securities and Exchange Commission (SEC), Caesars disclosed the need for a majority of investors to approve the deal for it to proceed. The bid from Fertitta values the target at $31 per share, which some analysts consider to be undervalued.
“The Board has (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to, and in the best interests of, the Company and its stockholders, and declared it advisable, to enter into the Merger Agreement, (ii) approved the execution, delivery and performance by the Company of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger and (iii) resolved to recommend the adoption of the Merger Agreement by the Company’s stockholders and to submit the Merger Agreement to the Company’s stockholders for adoption,” according to the filing.
The regulatory document also mentions a ticking fee of $0.007150 per share, indicating that shareholders will receive this amount for each share they own for each day after June 26, 2027, if the deal has not yet closed.
Caesars Considered Another Offer
In an August 11 proxy filing with the SEC, Caesars revealed discussions with Carl Icahn dating back to last year. Icahn proposed acquiring the casino giant at $34 per share, but his offer was more complex and did not receive the necessary support from the Carano family, Caesars’ largest non-institutional investors.
A letter by Caesars Executive Chairman Gary Carano in the Schedule 14A to investors does not mention the Icahn offer, but it reaffirms the board’s backing of the Fertitta proposal.
Leading up to and following the deal closure, Caesars and Fertitta’s Golden Nugget are likely to engage in asset sales worth potentially over $2 billion to address regulatory concerns about market dominance.