Shareholders of Caesars Entertainment have given the green light to Fertitta Entertainment's ambitious plan to acquire the casino giant for a staggering $17.6 billion. This crucial approval marks a significant milestone in Tilman Fertitta's takeover strategy.
The all-cash deal values Caesars at $17.6 billion, inclusive of its debt, and will allow shareholders to receive $31 per share. However, the transaction is still pending regulatory approval before it can be finalized.
During a special meeting held at the Eldorado Resort & Casino in Reno, shareholders voted on Tuesday, as noted in a filing with the U.S. Securities and Exchange Commission (SEC). The merger proposal received overwhelming support, with 133,313,001 votes in favor and 4,276,986 against, while 5,687,952 shares were abstained. The favorable votes constituted about 65.4% of the total outstanding shares of Caesars.
This approval satisfies one of the key conditions for Tilman Fertitta's takeover plan, which was first announced in May. Nonetheless, the completion of the transaction still hinges on fulfilling regulatory and other closing requirements.
According to the merger agreement, Fertitta Entertainment will acquire Caesars through an all-cash transaction valued at approximately $17.6 billion, which includes assuming around $11.9 billion in Caesars' debt. Eligible shareholders of Caesars will receive $31 in cash for each share once the deal is finalized.
Caesars indicated that the $31 per share offer represents a 49% premium over the company's stock price prior to the speculation of a potential deal on February 25, 2026.
Post-merger, Caesars will operate as a fully owned subsidiary of Fertitta Gaming Holdco LLC, and its common stock is expected to be delisted from Nasdaq upon completion of the transaction.
Additionally, the agreement stipulates an extra payment of $0.007150 per share for each day after June 26, 2027, if the merger has not been completed by that date.
While the shareholder approval is a significant step forward, the deal is not yet finalized. In September, Caesars revealed that the Federal Trade Commission had issued a Second Request for further information and documents from both Caesars and Fertitta Entertainment as part of its merger review process.
This request extends the federal antitrust waiting period until 30 days after both companies have complied with the additional information requests, unless the waiting period is terminated or extended sooner. Both parties have expressed their commitment to cooperating with the FTC's review.
Moreover, the companies must meet other conditions outlined in the merger agreement before the transaction can close.
Once finalized, Caesars will function as a privately held entity under Fertitta Gaming Holdco, rather than as a publicly traded company listed on Nasdaq. The initial agreement allows Caesars to continue operating as the surviving entity post-merger, but as a wholly owned subsidiary of Fertitta Entertainment.
Thus, while shareholder approval is a crucial advancement in one of the largest casino industry deals in recent memory, the actual closing date remains contingent on satisfying the remaining regulatory and contractual conditions.
Caesars' shareholders will receive the agreed cash payment only after all conditions are met and the merger is successfully completed.