International edition
September 25, 2020

Which had been approved by its stockholders on April 5, 2007

Harrah's announces completion of the us$ 17.1 billion merger

(US).- Harrah’;s Entertainment announced the completion of its merger with Hamlet Merger Inc., a Delaware corporation. The firm said its us$ 17.1 billion acquisition closed as scheduled last Monday, marking the company’;s transition to private following the world’;s largest casino buyout.

T

he operation was completed pursuant to the Agreement and Plan of Merger dated as of December 19, 2006, among Hamlet Holdings, Hamlet Merger and Harrah’s Entertainment.

As a result of the merger, the issued and outstanding shares of non-voting stock of Harrah’s are owned by entities affiliated with Apollo Management, L.P. and TPG Capital, L.P. (together with certain co-investors and members of management) and the voting stock of Harrah’s is owned by Hamlet Holdings LLC, which is controlled by individuals affiliated with Apollo Management, L.P. and TPG Capital, L.P.

The merger was completed pursuant to the Agreement and Plan of Merger dated as of December 19, 2006, among Hamlet Holdings, Hamlet Merger and Harrah’s Entertainment. Harrah’s stockholders approved the merger and merger agreement at a special meeting held on April 5, 2007.

The company recently extended the contract of its chairman, president and chief executive, Gary Loveman, and said Loveman was likely to stay in those roles after the buyout was complete. He is anticipated to receive more than us$ 90 million in stock options and other rights under terms of the deal.

Harrah’s shares ceased trading Monday at us$ 89.97. The stock had traded between us$ 78.77 and us$ 89.55 over the past year.

As a result of the merger, Harrah’s stock will cease to trade on the New York Stock Exchange, the Chicago Stock Exchange and the Philadelphia Stock Exchange.

Under the terms of the merger agreement, Harrah’s stockholders are entitled to receive us$ 90 in cash for each share of Harrah’s common stock that they hold. Mellon Investor Services, the paying agent will mail letters of transmittal to all Harrah’s stockholders of record with instructions on how to deliver their shares to the paying agent in exchange for payment of the merger consideration to be distributed shortly after closing.

Stockholders of record should not surrender their stock certificates until they have completed the letter of transmittal. Stockholders who hold their shares in "street name" through a bank or broker should contact their bank or broker to determine what actions they must take to have their shares converted into cash, as such conversions will be handled by the bank or broker.

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