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Re: DewDiligence post# 1170

Tuesday, 10/10/2006 11:08:50 PM

Tuesday, October 10, 2006 11:08:50 PM

Post# of 19309
Here's a Lawsuit in progress. Why not us?

I daresay we have many of the same points to bring to bear.

Post PS: DEW -- please don't attack me personally for bringing this up. I wish to have a cordial, maximally productive intellectual exchange with all the (excellent!) members of this board with malice toward none.

Further preamble: The essence of the case below is insider dealing to the exclusion of existing shareholders, lest the casual reader miss the point...

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Shareholders sue Harrah's in wake of buy-out offer
Tue Oct 10, 2006 2:49 PM ET LOS ANGELES (Reuters) - Two shareholders of Harrah's Entertainment Inc. <HET.N> have sued the company, its board and its proposed buyers, alleging that a $15.1 billion takeover offer is an "apparent camouflaged management buyout."

Private equity firms Texas Pacific Group and Apollo Management have offered to buy Las Vegas-based Harrah's for $81 a share, a price called "inadequate" by shareholders Henoch Kaiman and Joseph Weiss.

The proposed class-action lawsuit filed last Thursday in Delaware Chancery Court says the offer was timed to take advantage of a recent slump in the share price of Harrah's.

The filing also says Harrah's Chief Executive Gary Loveman "expects to be part of an eventual deal, but took careful steps not to make the negotiations appear like the typical management buyout."

The suit seeks to stop the proposed buyout and conduct "a fair process" for selling shares of Harrah's, the world's largest casino operator.

Harrah's said last Monday that its non-management directors were reviewing the $81-per-share bid. The stock was down 18 cents at $76.23 Tuesday on the New York Stock Exchange.

Officials at Harrah's and Apollo Management could not be immediately reached for comment, while a spokesman for Texas Pacific declined to comment.
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