Caesars Entertainment Inc. shareholders have overwhelmingly accepted Fertitta Entertainment’s proposed $17.6 billion acquisition of the gaming company, according to a regulatory filing released Wednesday.
Shareholders of record as of August 21 were eligible to vote. The merger required approval from a majority of the 203,780,124 shares outstanding as of record date, meaning 101,890,063 shares would be needed for the deal to be approved.
The vote for the merger proposal represented about 65.4%, or 133,313,001, of the shares outstanding as of the record date, Caesars wrote in an 8K filing with the Securities and Exchange Commission.
The company said 4,276,986 shares were against the merger, while there were 5,697,952 abstentions. At a special meeting held Tuesday at the Eldorado Resort and Casino in Reno, shareholders also approved a non-binding advisory vote on compensation that would be paid to Caesars executives in connection with the merger.
“Because there were sufficient votes to approve the merger proposal, the adjournment proposal was rendered moot and not presented at the special meeting,” according to the SEC filing. The proposal would have allowed the meeting to be adjourned if extra time was needed to solicit proxies.
The proposed merger would pay Caesars shareholders $31 per share in cash. The $17.6 billion deal also includes about $11.9 billion of Caesars’s debt.
Even with gaining shareholder approval, Caesars and Fertitta need regulatory and other closing conditions before the merger can be completed.
Caesars expects the deal to close by June 26 or Fertitta would pay a penalty equal to $0.007150 per day for each day and ending on, and including, the day immediately before the closing of the merger.
Caesars disclosed on September 14 that the Federal Trade Commission had issued a second request for information to both companies, as the agency extended the federal antitrust review process. The request extends the review period for 30 days, unless the FTC terminates or extends its review process. It’s unclear if antitrust concerns would require the sale of some of each company’s assets before federal approval of the merger.
Caesars operates more than 50 casinos in 19 states, including eight on the Las Vegas Strip, four in Reno, three in Lake Tahoe, and two in Laughlin.
Fertitta owns the Golden Nugget brand and holds a 12.3% stake in Wynn Resorts. The deal would take one of Nevada’s largest casino operators private.
Caesars merged with Eldorado Resorts in 2020 to form one of the largest casino companies in the United States. As CDC Gaming reported, the Caesars board approved the merger with Fertitta on May 27, just prior to announcing the deal.
