Caesars Entertainment has scheduled a special shareholder meeting for 22 September 2026 to decide whether to approve its proposed $17.6 billion acquisition by Tilman Fertitta’s Fertitta Entertainment.
The meeting will take place at the Eldorado Resort & Casino in Reno, Nevada, at 9:00 a.m. Pacific Time. Shareholders who held Caesars stock at the close of business on 21 August are eligible to participate and vote.
Under the agreement announced in May, Caesars shareholders would receive $31 in cash for each eligible share. The transaction values the casino and digital gaming group at approximately $17.6 billion, including about $11.9 billion of existing debt that Fertitta would assume. Caesars said the $31 offer represented a 49% premium to its unaffected share price before takeover speculation intensified.
Fertitta Gaming Holdco plans to complete the acquisition through its wholly owned subsidiary Empire Merger Sub. That company would merge into Caesars, leaving Caesars as a wholly owned subsidiary of Fertitta Gaming Holdco and ending its status as a publicly traded company. Caesars’ board has approved the transaction and is recommending that investors vote in favour.
Shareholders will consider three proposals at the September meeting: approval of the merger agreement, a non-binding vote covering merger-related executive compensation and permission to adjourn the meeting if additional time is required to solicit votes.
The central merger proposal requires approval from holders of a majority of Caesars’ outstanding voting shares. An abstention therefore has the same practical effect as a vote against the acquisition.
The agreement also includes protections for both parties if the transaction fails. Caesars could be required to pay Fertitta a $200 million termination fee in certain circumstances, although that figure falls to $100 million under specified conditions involving qualifying alternative proposals. Fertitta faces a $450 million reverse termination fee in certain cases, including some regulatory-related failures to complete the acquisition.
Investors would also receive additional consideration if the transaction remains unfinished beyond 26 June 2027. From 1 July 2027, the merger consideration would increase by $0.00715 per share for every additional day before closing, subject to applicable taxes and without interest.
The deal followed months of takeover activity around Caesars. Carl Icahn, who previously held a significant position in the casino group, had also pursued a potential transaction. iGamingBusiness reported that Icahn submitted a $34-per-share proposal before Caesars ultimately selected Fertitta’s offer.
If shareholders approve the merger, completion will still depend on the remaining closing conditions, including required gaming and antitrust regulatory approvals. The definitive proxy states that Caesars’ board considered the expected regulatory process, the absence of a financing condition and the $450 million reverse termination fee when assessing the deal.