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Harrah*s(R) CAESARS
Entertainment, Inc. ENTERTAINMENT(TM)
Contact: Brad Belhouse - Investors Josh Hirsberg - Investors
Harrah's Entertainment, Inc. Caesars Entertainment, Inc.
(702) 407-6367 (702) 699-5269
David Strow - Media Robert Stewart - Media
Harrah's Entertainment, Inc. Caesars Entertainment, Inc.
(702) 407-6530 (702) 699-5043
New Jersey Casino Control Commission Approves Harrah's, Caesars Merger
LAS VEGAS, May 24, 2005 - The New Jersey Casino Control Commission
today unanimously and unconditionally 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.