The combination of the two companies would create a serious competitor to larger casino industry players, such as Las Vegas Sands Corp, Wynn Resorts Ltd and MGM Resorts International.
Eldorado will pay $8.40 per share in cash and 0.0899 shares of Eldorado stock for each Caesars share, or $12.75 per share.
Meanwhile Eldorado Resorts, with a current market value of $4 billion and a long-term debt of just over $3 billion (as of the end of March), now owns 26 properties in 12 different states (though none in Las Vegas).
Eldorado Resorts will buy Caesars in a cash-and-stock deal valued at $17.3 billion, creating a casino giant.
The combined business will be called Caesars and its shares will be traded on the Nasdaq stock market.
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The new board of directors will include six members from Eldorado's board and five from Caesars.
Eldorado Resorts buys WSOP owner Caesars Entertainment, will merge in a $17.3 billion deal.
Eldorado's offer of $13.01 per share represents a premium of about 30% to Caesar's closing price on Friday.
Icahn, who has been pressing for a sale of Caesars, held a 14.75% stake in the company as of March 31, according to data from Refinitiv Eikon.
The company had 53 properties in 14 US states and five countries outside the United States at the end of March, and its long-term debt stood at $8.79 billion. "I look forward to seeing our investment prosper".
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"We intend to allocate the significant free cash flow from the combined company to reduce leverage while investing to improve the customer experience across the platform", said Eldorado's Chief Executive Officer Tom Reeg. Golden Nugget owner Tilman Fertitta proposed merging his restaurant and casino empire with Caesars past year, but was rejected by Caesars.
Eldorado operates 26 gambling properties in the USA, extending from Nevada eastward to states such as Colorado, Missouri, Louisiana and New Jersey.
"Together, we will have an extremely powerful suite of iconic gaming and entertainment brands, as well as valuable strategic alliances with industry leaders in sports betting and online gaming", Reeg added.
The 550 foot-tall (167.6 m) High Roller observation wheel, the tallest in the world, is the centerpiece of the $550 million Linq project, a retail, dining and entertainment district by Caesars Entertainment Corp, in seen in Las Vegas, Nevada April 9, 2014.
Founded in 1973 by the Carano family, Eldorado had long-term debt of about $3.06 billion at the end of March.
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