Caesars Takeover Draws Scrutiny from Law Firm
Law Firm Reopens Investigation into Caesars Takeover
A New York law firm has renewed its scrutiny of Fertitta Entertainment Inc.’s (FEI) proposed $17.6 billion acquisition of Caesars Entertainment (NASDAQ: CZR), which values the casino operator at $31 per share. The firm, Wohl & Fruchter, specializes in merger and acquisition cases, securities fraud, consumer fraud, and shareholder derivative actions. It said it is re-examining the deal after a recent Caesars proxy filing with the Securities and Exchange Commission (SEC) revealed that the company received a $34-per-share takeover offer from investor Carl Icahn.
Icahn’s $34-Per-Share Bid Raises Questions
“Among other things, the proxy provided details concerning the discussions between the Caesars board and the Icahn Group after the Icahn Group submitted a bid of $34.00 per share in cash during the go-shop period,” the law firm stated. Caesars’ board of directors supports the Fertitta bid and is urging shareholders to vote in favor of the deal at a special meeting scheduled for September 22.
Previous Concerns Over Low Valuation
Wohl & Fruchter originally launched its investigation because the $31-per-share offer appeared low compared to Wall Street analyst price targets before the deal was announced. Several sell-side analysts had argued that Caesars should command a takeover price in the mid-to-high $30s. After the proposal became public, some analysts halted coverage of the stock, while others simply set their price targets at the $31 bid level. Prior to the announcement, however, there were price targets of $33 and higher.
Potential for Shareholder Lawsuit
The law firm did not explicitly state that it is considering class action litigation against Caesars or FEI, but it has invited Caesars investors to contact the firm free of charge to discuss their options. Each merger-related class action is different, so predicting the outcome of potential litigation—if any suit materializes—is difficult. According to the Harvard Law School Forum on Corporate Governance, many such cases are not litigated because target companies often make supplemental disclosures, leading to voluntary dismissals. Whether that scenario applies here remains uncertain. Caesars did disclose Icahn’s $34 offer, but it is unclear if shareholders will pursue a class action and how a court would treat the disclosure of that higher bid.
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