Caesars Entertainment has set a special shareholders’ meeting for Tuesday, 22 September 2026, to vote on the proposed acquisition by Fertitta Gaming Holdco. Should this acquisition be approved, it stands to significantly reshape The Las Vegas Strip for years to come. Tilman Fertitta’s bid, announced in May 2026, values Caesars at $17.6 billion, with an all-cash offer of $31 per share. This offer is notably lower than a rival bid from billionaire Carl Icahn at $34 per share.
The meeting will convene in Reno, Nevada, where shareholders will determine the future ownership of Caesars Entertainment.
The background to this takeover proposal dates back to 27 May 2026, when the board of Caesars approved an agreement for Empire Merger Sub, a full subsidiary of Fertitta Gaming Holdco, to merge with Caesars. Upon completion, Caesars would be incorporated as a wholly owned subsidiary of Fertitta, effectively making it a private entity. The deal includes a $200 million termination fee for Caesars and a $450 million reverse termination fee for Fertitta.
If the merger does not finalize by 26 June 2027, shareholders will receive a ticking fee, which amounts to about $0.00715 per share, starting from 1 July 2027. This fee will accumulate without interest and is subject to withholding taxes.
During the meeting, shareholders will consider three main proposals: the adoption of the merger agreement, an advisory vote on executive compensation, and a proposal to adjourn the meeting. A majority of the outstanding shares entitled to vote is required to approve the merger, with abstentions counting as votes against it. The advisory and adjournment votes will pass with a majority of those cast.
If the acquisition receives shareholder approval, Caesars Entertainment will become privately held by Fertitta Gaming Holdco under the control of Tilman Fertitta.
Rumors about Fertitta’s interest in acquiring Caesars had circulated for months before the formal announcement. Carl Icahn, who had significantly invested in Caesars since 2019 and renewed his stake in May 2024, initially engaged in talks with Caesars. Eventually, he agreed to restrict his stake to 5%, in exchange for two board appointments, preventing a takeover attempt. However, after being informed of Fertitta’s interest, Icahn launched his own offer in January 2026, only for Caesars to proceed with Fertitta’s proposal.
In May 2026, Caesars revealed Fertitta’s bid of $17.6 billion, which comprises approximately $5.7 billion in equity and around $11.9 billion in assumed debt. Fertitta’s offer represented a 49% premium over Caesars’ stock price on 25 February 2026.
In a filing with the US Securities and Exchange Commission (SEC), Caesars’ Board declared that the merger is fair and in the best interest of the shareholders, thus advising to enter into the agreement.
Eligible voters include shareholders of record as of 21 August 2026. Proxy materials were sent out starting 26 August 2026, with materials dated 25 August. Shareholders can either vote in person or submit voting instructions, but failing to do so may lead to their shares being excluded from the voting process, which could influence the outcome of the merger.
The transaction awaits approval from the SEC and relevant state securities regulators. More details are outlined in Caesars’ public filings with the SEC.
