Wohl & Fruchter LLP has renewed its investigation into the proposed $17.6 billion acquisition of Caesars Entertainment by Fertitta Entertainment after a regulatory filing disclosed a higher takeover offer from the Icahn Group.
The proposed transaction values Caesars at $31 per share in cash. However, a definitive proxy filed by Caesars with the U.S. Securities and Exchange Commission on August 25 showed that the Icahn Group submitted a $34-per-share cash bid during the go-shop period.
“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,” Wohl & Fruchter said.
The Caesars board supports the Fertitta offer and has recommended that shareholders approve the deal at a vote scheduled for September 22.
The law firm said it had originally launched its investigation because the $31-per-share offer was below the price targets of multiple Wall Street analysts before the transaction was announced. Some analysts had previously suggested Caesars could command a takeover price in the mid- to high-$30 range.
“We are investigating whether the Caesars board of directors acted in the best interests of Caesars shareholders in recommending the sale,” said Joshua Fruchter, a founding partner of Wohl & Fruchter.
“This includes whether the sale price is fair to Caesars shareholders, and whether all material information regarding the transaction has been fully disclosed. We encourage Caesars shareholders to contact the firm if they have any concerns.”
The firm did not say whether it planned to pursue class action litigation, but encouraged shareholders with concerns to contact it.