LAS VEGAS, Feb. 18 /PRNewswire-FirstCall/ -- Harrah's Entertainment, Inc.
(NYSE: HET) and Caesars Entertainment, Inc. (NYSE: CZR) today announced that
the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended ("HSR"), in connection with Harrah's pending acquisition of
Caesars expired at 11:59 PM Eastern Time on February 17, 2005. As previously
disclosed, the parties certified their substantial compliance with the Federal
Trade Commission's requests for additional information on January 18, 2005.
(Logo: http://www.newscom.com/cgi-bin/prnh/20021220/LAF055LOGO)
Expiration of the HSR waiting period is a condition to completion of the
merger between Harrah's and Caesars. The Federal Trade Commission is
continuing its investigation, and is not precluded from bringing an action
challenging the transaction. The consummation of the transaction remains
subject to other customary conditions, including the receipt of regulatory
approvals and approval by stockholders of both Harrah's and Caesars. Harrah's
and Caesars continue to expect to be able to complete these activities as
previously announced and to close the merger in the second quarter of 2005.
About Harrah's Entertainment
Founded 67 years ago, Harrah's Entertainment, Inc. owns or manages through
various subsidiaries 28 casinos in the United States, primarily under the
Harrah's brand name. Harrah's Entertainment is focused on building loyalty
and value with its target customers through a unique combination of great
service, excellent products, unsurpassed distribution, operational excellence
and technology leadership.
More information about Harrah's Entertainment is available on the
company's Web site, http://www.harrahs.com.
About Caesars Entertainment
Caesars Entertainment, Inc. is one of the world's leading gaming
companies. With annual revenue of $4.2 billion, 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.
Additional information on Caesars Entertainment can be accessed through
the company's web site at http://www.caesars.com.
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 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 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 http://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, 2003, which was filed with the SEC on March 5,
2004, and the proxy statement for Harrah's 2004 Annual Meeting of
Stockholders, which was filed with the SEC on March 4, 2004. 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. 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.
Safe Harbor
This document 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.
SOURCE Harrah's Entertainment, Inc.
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Related links:
http://www.harrahs.com
Photo Notes:
NewsCom:
http://www.newscom.com/cgi-bin/prnh/20021220/LAF055LOGO
AP Archive: http://photoarchive.ap.org
PRN Photo Desk, photodesk@prnewswire.com
CONTACT:
Investors, Brad Belhouse, +1-702-407-6367, or
media, Gary Thompson, +1-702-407-6529, both of Harrah's
Entertainment, Inc.; or investors, Josh Hirsberg,
+1-702-699-5269, or media, Robert Stewart, +1-702-699-5043, both
of Caesars Entertainment, Inc.
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