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Press Release: Harrah's Entertainment, Inc.
May 25, 2005
LAS VEGAS, NV -- The New Jersey Casino Control Commission yesterday unanimously approved the proposed acquisition
by Harrah's Entertainment, Inc. (NYSE:HET) of Caesars Entertainment, Inc. (NYSE:CZR), the companies announced.
The transaction was previously approved by gaming regulators in Louisiana, Mississippi and Indiana, and remains
subject to approval by the Nevada Gaming Commission and other conditions to closing set forth in the agreement
and plan of merger entered into on July 14, 2004.
Although there are matters to be completed in order to formally schedule the regulatory hearings in Nevada, Harrah's
and Caesars presently expect the Nevada Gaming Control Board will consider the transaction on June 7, followed
by a hearing before the Nevada Gaming Commission on June 10. If the Nevada Gaming Commission approves the transaction
on June 10, Harrah's and Caesars anticipate completing the merger on or about June 13, 2005.
Founded 67 years ago, Harrah's Entertainment, Inc. owns or manages through various subsidiaries 25 casinos in the
United States, primarily under the Harrah's and Horseshoe brand names. Harrah's Entertainment is focused on building
loyalty and value with its valued customers through a unique combination of great service, excellent products,
unsurpassed distribution, operational excellence and technology leadership.
Caesars Entertainment, Inc. (NYSE: CZR) is one of the world's leading gaming companies. With annual revenue of
$4.2 billion, 24 properties on three continents, more than 25,000 hotel rooms, two million square feet of casino
space and 50,000 employees, the Caesars portfolio is among the strongest in the industry. Caesars casino resorts
operate under the Caesars, Bally's, Flamingo, Grand Casinos, Hilton and Paris brand names. The company has its
corporate headquarters in Las Vegas.
The company's Board of Directors in July 2004 accepted an offer from Harrah's Entertainment, Inc. to acquire the
company for approximately $1.9 billion in cash and 67.9 million shares of Harrah's common stock. Shareholders of
both companies approved the merger in separate meetings on March 11, 2005. The transaction is contingent on approval
by federal and state regulatory agencies and is expected to close in the second quarter of 2005.
More information about Harrah's and Caesars is available at their respective Web sites - www.harrahs.com and www.caesars.com.
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. 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 "may,"
"will," "project," "might," "expect," "believe," "anticipate,"
"intend," "could," "would," "estimate," "continue" or "pursue,"
or the negative or other variations thereof or comparable terminology. In particular, they include statements relating
to, among other things, future actions, strategies, future performance, future financial results of Harrah's and
Caesars Entertainment, Inc. and Harrah's anticipated acquisition of Caesars. These forward-looking statements are
based on current expectations and projections about future events.
Investors 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
or results of Caesars and Harrah's may differ materially from those 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 (including
the sections entitled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition
and Results of Operations" contained therein): the conditions to the closing for the merger are not obtained
or waived, and therefore the closing is delayed; financial community and rating agency perceptions of Harrah's
and Caesars; the effects of economic, credit and capital market conditions on the economy in general, and on gaming
and hotel companies in particular; construction factors, including delays, zoning issues, environmental restrictions,
soil and water conditions, weather and other hazards, site access matters and building permit issues; the effects
of environmental and structural building conditions relating to our properties; the ability to timely and cost-effectively
integrate into Harrah's operations the companies that it acquires, including with respect to its acquisition of
Caesars; access to available and feasible financing, including financing for Harrah's acquisition of Caesars, on
a timely basis; changes in laws (including increased tax rates), regulations or accounting standards, third-party
relations and approvals, and decisions of courts, regulators and governmental bodies; litigation outcomes and judicial
actions, including gaming legislative action, referenda and taxation; the ability of our customer-tracking, customer
loyalty and yield-management programs to continue to increase customer loyalty and same store sales; our ability
to recoup costs of capital investments through higher revenues; acts of war or terrorist incidents; abnormal gaming
holds; and the effects of competition, including locations of competitors and operating and market competition.
Any forward-looking statements are made pursuant to the Private Securities Litigation Reform Act of 1995 and, as
such, speak only as of the date made. Harrah's and Caesars disclaim any obligation to update the forward-looking
statements. You are cautioned not to place undue reliance on these forward-looking statements which speak only
as of the date stated, or if no date is stated, as of the date of this press release.
Additional Information about the Acquisition and Where to Find It
In connection with Harrah's proposed acquisition of Caesars ("Acquisition"), on January 24, 2005, Harrah's
filed definitive materials with the Securities and Exchange Commission (SEC), including a registration statement
on Form S-4 that contains a definitive prospectus and joint proxy statement. INVESTORS AND SECURITY HOLDERS OF
HARRAH'S AND CAESARS ARE URGED TO READ THE PROSPECTUS AND JOINT PROXY STATEMENT BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT HARRAH'S, CAESARS AND THE ACQUISITION. The definitive materials filed on January 24, 2005, the
preliminary materials filed on October 20, 2004, and December 20, 2004, and January 24, 2005 and other relevant
materials, and any other documents filed by Harrah's or Caesars with the SEC, may be obtained free of charge at
the SEC's web site at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents
filed with the SEC by Harrah's by directing a written request to: Harrah's, One Harrah's Court, Las Vegas, Nevada
89119, Attention: Investor Relations or Caesars Entertainment, Inc., 3930 Howard Hughes Parkway, Las Vegas, Nevada
89109, Attention: Investor Relations. Investors and security holders are urged to read the proxy statement, prospectus
and the other relevant materials before making any voting or investment decision with respect to the Acquisition.
Harrah's, Caesars and their respective executive officers and directors may be deemed to be participants in the
solicitation of proxies from the stockholders of Caesars and Harrah's in connection with the Acquisition. Information
about those executive officers and directors of Harrah's and their ownership of Harrah's common stock is set forth
in the Harrah's Form 10-K for the year ended December 31, 2004, which was filed with the SEC on March 1, 2005,
and the proxy statement for Harrah's 2005 Annual Meeting of Stockholders, which was filed with the SEC on March
3, 2005. Information about the executive officers and directors of Caesars and their ownership of Caesars common
stock is set forth in the proxy statement for Caesars' 2005 Annual Meeting of Stockholders, which was filed with
the SEC on April 27, 2005. Investors and security holders may obtain additional information regarding the direct
and indirect interests of Harrah's, Caesars and their respective executive officers and directors in the Acquisition
by reading the proxy statement and prospectus regarding the Acquisition.
This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation
of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws
of any such jurisdiction. No offering 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.
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Contact:
Harrah's Entertainment, Inc., Las Vegas
Brad Belhouse, 702-407-6367 (Investors)
David Strow, 702-407-6530 (Media)
or
Caesars Entertainment, Inc., Las Vegas
Josh Hirsberg, 702-699-5269 (Investors)
Robert Stewart, 702-699-5043 (Media)
Source: Harrah's Entertainment, Inc.