Eldorado and Caesars to merge

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Eldorado Resorts and Caesars Entertainment have entered into a definitive merger agreement to create the largest US gaming company.

The proposed transaction will combine two leading gaming companies with complementary national operating platforms, strong brands, strategic industry alliances and a collective commitment to enhancing guest service and shareholder value.

The combined company will provide its guests with access to approximately 60 domestic casino resorts and gaming facilities across 16 states. The transaction is transformational for each company’s shareholders, employees and customers, combining Eldorado’s operational expertise with Caesars industry-leading loyalty programme, regional network and Las Vegas assets.

Eldorado will acquire all of the outstanding shares of Caesars for a total value of $12.75 per share, reflecting total consideration of approximately $17.3bn, comprised of $7.2bn in cash, around 77 million Eldorado common shares and the assumption of Caesars’ outstanding net debt.

Caesars shareholders will be offered a consideration election mechanism that is subject to proration pursuant to the definitive merger agreement. Giving effect to the transaction, Eldorado and Caesars shareholders will hold approximately 51 per cent and 49 per cent of the combined company’s outstanding shares, respectively.

Upon completion of the transaction the combined company will retain the Caesars name to capitalise on the value of the iconic global brand and its legacy of leadership in the global gaming industry. The new company will continue to trade on the Nasdaq Global Select Market.