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New Jersey Casino Control Commission Clears Merger of Caesars Entertainment, Caesars Acquisition.

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MANews-(C)2009-2017

17 July 2017 - The New Jersey Casino Control Commission this week granted the necessary regulatory approvals required for Las Vegas, US-based casino operator Caesars Entertainment Corp.'s (NASDAQ: CZR) proposed merger with special acquisition vehicle Caesars Acquisition Company (NASDAQ: CACQ), the company said.

In addition to regulatory approvals, the merger of CAC with and into Caesars Entertainment is subject to approval by stockholders of both companies and other customary closing conditions. CEOC's restructuring is subject to the completion of the merger, certain financing activities and other customary closing conditions.

In addition to New Jersey, the companies have received approvals from gaming authorities in Indiana, Pennsylvania, Iowa, Maryland, Mississippi and Illinois.

Caesars Entertainment and CEOC continue to engage with regulators in three jurisdictions where approvals are required for certain aspects of CEOC's restructuring.

Completion of the merger is a critical step to concluding the restructuring of Caesars Entertainment Operating Company.

Caesars Entertainment and Caesars acquisition continue to engage with their respective regulators in jurisdictions where approvals are required for the merger and other aspects of CEOC's restructuring.

In addition to regulatory approvals, the merger is subject to approval by stockholders of both companies and other customary closing conditions, and CEOC's restructuring is subject to the completion of the merger, certain financing activities, continuing oversight by the United States Bankruptcy Court, and other customary closing conditions.

Caesars Entertainment and Caesars acquisition entered into an amended and resaid agreement and plan of merger in July 2016. This followed Caesars Entertainment filing for Chapter 11 bankruptcy protection. Caesars Entertainment Corp has around USD 12.195bn in total assets and a market cap of USD 1.35bn.

The agreement contemplated that the parties would negotiate any necessary adjustments to the merger exchange ratio.

Under the terms of the merger agreement, as amended, Caesars acquisition stockholders will...

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