Filed by Caesars Entertainment, Inc. pursuant to Rule 425
under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Caesars Entertainment, Inc.
Commission File No.: 001-14573
This filing relates to a proposed acquisition (the "Acquisition") by Harrah's
Entertainment, Inc. ("Harrah's") of Caesars Entertainment, Inc. ("Caesars")
pursuant to the terms of an Agreement and Plan of Merger, dated as of July 14,
2004 (the "Merger Agreement"), by and among Harrah's, Harrah's Operating
Company, Inc. and Caesars. The Merger Agreement is on file with the Securities
and Exchange Commission as an exhibit to the Current Report on Form 8-K filed
by Caesars on July 16, 2004, and is incorporated by reference into this
filing.
Harrah's, Caesars Stockholders Approve Merger
LAS VEGAS, March 11, 2005 - Harrah's Entertainment, Inc. (NYSE: HET)
and Caesars Entertainment, Inc. (NYSE: CZR) announced today that stockholders
of both companies separately approved an agreement to merge Caesars
Entertainment into Harrah's Operating Company, a wholly owned subsidiary of
Harrah's Entertainment.
Harrah's shareholders also approved an increase in the number of
authorized shares of Harrah's common stock from 360 million to 720 million.
The merger remains subject to customary closing conditions, including
receipt of required regulatory approvals. The companies expect the transaction
to close during the second quarter of 2005.
More information about the companies is available at their respective
Web sites - www.harrahs.com and www.caesars.com
Founded 67 years ago, Harrah's Entertainment, Inc. owns or manages
through various subsidiaries 27 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. is one of the world's leading gaming
companies. With 27 properties on four continents, 26,000 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.
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 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): 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 the proposed acquisition (the "Acquisition") of Caesars
Entertainment, Inc. ("Caesars") by Harrah's Entertainment, Inc. ("Harrah's"),
Harrah's filed definitive materials with the Securities and Exchange
Commission ("SEC") on January 24, 2005, including a registration statement on
Form S-4 that contains a definitive joint proxy statement/prospectus. These
definitive materials contain important information about the Acquisition.
INVESTORS AND SECURITY HOLDERS OF CAESARS ARE URGED TO READ THE DEFINITIVE
JOINT PROXY STATEMENT/PROSPECTUS FILED WITH THE SEC ON JANUARY 24, 2005, AND
ANY OTHER RELEVANT MATERIALS FILED BY HARRAH'S OR CAESARS BECAUSE THEY
CONTAIN, OR WILL CONTAIN, IMPORTANT INFORMATION ABOUT HARRAH'S, CAESARS AND
THE ACQUISITION. The definitive materials filed on January 24, 2005, the
preliminary versions of these materials filed on October 20, 2004, December
20, 2004, and January 24, 2005, and any other relevant materials 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 directing a written
request to: Caesars Entertainment, Inc., 3930 Howard Hughes Parkway, Las
Vegas, Nevada 89109, Attention: Investor Relations or Harrah's, One Harrah's
Court, Las Vegas, Nevada 89119, Attention: Investor Relations. Investors and
security holders are urged to read the definitive joint proxy
statement/prospectus filed with the SEC on January 24, 2005, 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 election forms from the
stockholders of Caesars in connection with the Acquisition. 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' 2004 Annual
Meeting of Stockholders, which was filed with the SEC on April 16, 2004.
Information about the 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. 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 definitive joint
proxy statement/prospectus filed with the SEC on January 24, 2005.
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.