Pinnacle Entertainment, Inc. (NASDAQ:PNK) (“Pinnacle” or the
“Company”) today announced that it will hold a special meeting of
stockholders on March 29, 2018 to vote on matters related to the
proposed acquisition of the Company by Penn National Gaming, Inc.
(NASDAQ:PENN) (“Penn”). In addition, the Company announced
that the registration statement filed on Form S-4 with the
Securities and Exchange Commission ("SEC"), which contains a joint
proxy statement of Penn and Pinnacle, was declared effective by the
SEC, and the Company will commence mailing definitive proxy
materials to stockholders. Penn has also set its special
meeting of shareholders on March 29, 2018 to vote on the matters
related to the proposed transaction. Penn and Pinnacle have
each set February 27, 2018 as the record date for their respective
special meetings.
As previously announced, the Company entered
into an Agreement and Plan of Merger dated December 17, 2017, by
and among Penn, Franchise Merger Sub, Inc., a wholly owned
subsidiary of Penn, and Pinnacle (the “Merger Agreement”). Under
the terms of Merger Agreement, Penn will acquire all of the
outstanding common shares of the Company for consideration of
$20.00 in cash and 0.42 shares of Penn common stock for each
Pinnacle share. The proposed merger is subject to customary closing
conditions, required regulatory approvals and approval by Penn’s
and Pinnacle’s stockholders.
Pinnacle’s special meeting of stockholders will
take place at 8:00 a.m. Pacific Time at the Company’s offices
located at 3980 Howard Hughes Parkway, Las Vegas, Nevada
89169. The Company has set February 27, 2018 as the record
date for the special meeting of stockholders. Stockholders of
record as of that date are entitled to receive the joint proxy
statement/prospectus regarding the transaction, and to vote at the
special meeting. At the special meeting, Pinnacle
stockholders will vote on the adoption of the Merger Agreement and
approve, on a non-binding, advisory basis, the compensation payable
to Pinnacle’s named executive officers in connection with the
transaction.
Pinnacle’s Board of Directors unanimously
recommends that the Company's stockholders vote "FOR" the adoption
of the Merger Agreement and related transactions and approval of
the other voting matters included in the joint proxy
statement/prospectus. If approved by Pinnacle’s stockholders,
the transaction will become effective upon the satisfaction of all
other closing conditions set forth in the Merger Agreement, which
the Company expects to occur in the second half of 2018.
About PinnaclePinnacle
Entertainment, Inc. owns and operates 16 gaming entertainment
businesses, located in Colorado, Indiana, Iowa, Louisiana,
Mississippi, Missouri, Nevada, Ohio and Pennsylvania. In addition,
Pinnacle holds a majority interest in the racing license owner, as
well as a management contract, for Retama Park Racetrack outside of
San Antonio, Texas.
About Penn NationalPenn
National Gaming owns, operates or has ownership interests in gaming
and racing facilities and video gaming terminal operations with a
focus on slot machine entertainment. At December 31, 2017, the
Company operated twenty-nine facilities in seventeen jurisdictions,
including California, Florida, Illinois, Indiana, Kansas, Maine,
Massachusetts, Mississippi, Missouri, Nevada, New Jersey, New
Mexico, Ohio, Pennsylvania, Texas, West Virginia, and Ontario,
Canada. At December 31, 2017, in aggregate, Penn National Gaming
operated approximately 36,700 gaming machines, 820 table games and
4,800 hotel rooms.
Important Additional
InformationIn connection with the proposed transaction, on
February 8, 2018, Penn filed with the Securities and Exchange
Commission (the “SEC”) a registration statement on Form S-4 that
contains a joint proxy statement of Penn and Pinnacle and also
constitutes a prospectus of Penn (the “joint proxy
statement/prospectus”). The registration statement was
declared effective by the SEC on February 28, 2018 and Penn and
Pinnacle commenced mailing the definitive joint proxy
statement/prospectus to their respective shareholders and
stockholders on February 28, 2018. This communication does
not constitute an offer to sell or the solicitation of an offer to
buy any securities or a solicitation of any vote or approval.
SHAREHOLDERS OF PENN AND STOCKHOLDERS OF PINNACLE ARE URGED TO READ
THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE
PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS FILED OR THAT
WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY CONTAIN OR WILL
CONTAIN IMPORTANT INFORMATION. Investors may obtain a free
copy of the registration statement and the joint proxy
statement/prospectus, as well as other filings containing
information about Penn and Pinnacle, without charge, at the SEC’s
website at www.sec.gov. Copies of the documents filed with the SEC
by Penn can be obtained, without charge, by directing a request to
Justin Sebastiano, Penn National Gaming, Inc., 825 Berkshire
Boulevard, Suite 200, Wyomissing, Pennsylvania 19610, Tel. No.
(610) 401-2029. Copies of the documents filed with the SEC by
Pinnacle can be obtained, without charge, by directing a request to
Vincent Zahn, Pinnacle Entertainment, Inc., 3980 Howard Hughes
Parkway, Las Vegas, Nevada 89169, Tel. No. (702) 541-7777.
Participants in the
SolicitationPenn, Pinnacle, and certain of their
respective directors, executive officers and employees may be
deemed to be participants in the solicitation of proxies in respect
of the proposed transaction. Information regarding Penn’s
directors and executive officers is available in Penn’s Annual
Report on Form 10-K for the year ended December 31, 2016, which was
filed with the SEC on February 24, 2017, and its proxy statement
for its 2017 Annual Meeting of Shareholders, which was filed with
the SEC on April 25, 2017. Information regarding Pinnacle’s
directors and executive officers is available in Pinnacle’s Annual
Report on Form 10-K for the year ended December 31, 2016, which was
filed with the SEC on February 28, 2017, and its proxy statement
for its 2017 Annual Meeting of Stockholders, which was filed with
the SEC on March 14, 2017. Other information regarding the
participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise,
is contained in the definitive joint proxy statement/prospectus of
Penn and Pinnacle and other relevant materials filed with the SEC.
Free copies of this document may be obtained as described in the
preceding paragraph.
Forward-Looking StatementsThis
communication may contain certain forward-looking statements,
including certain plans, expectations, goals, projections, and
statements about the benefits of the proposed transaction, Penn’s
and Pinnacle’s plans, objectives, expectations and intentions, the
expected timing of completion of the transaction, and other
statements that are not historical facts. Such statements are
subject to numerous assumptions, risks, and uncertainties.
Statements that do not describe historical or current facts,
including statements about beliefs and expectations, are
forward-looking statements. Forward-looking statements may be
identified by words such as “expect,” “anticipate,” “believe,”
“intend,” “estimate,” “plan,” “target,” “goal,” or similar
expressions, or future or conditional verbs such as “will,” “may,”
“might,” “should,” “would,” “could,” or similar variations. The
forward-looking statements are intended to be subject to the safe
harbor provided by Section 27A of the Securities Act of 1933,
Section 21E of the Securities Exchange Act of 1934, and the Private
Securities Litigation Reform Act of 1995.
While there is no assurance that any list of
risks and uncertainties or risk factors is complete, below are
certain factors which could cause actual results to differ
materially from those contained or implied in the forward-looking
statements including: risks related to the acquisition of
Pinnacle by Penn and the integration of the businesses and assets
to be acquired; the possibility that the proposed transaction does
not close when expected or at all because required regulatory,
shareholder or other approvals are not received or other conditions
to the closing are not satisfied on a timely basis or at all; the
risk that the financing required to fund the transaction is not
obtained on the terms anticipated or at all; the possibility that
the Boyd Gaming Corporation and/or Gaming and Leisure Properties,
Inc. transactions do not close in a timely fashion or at all;
potential adverse reactions or changes to business or employee
relationships, including those resulting from the announcement or
completion of the transaction; potential litigation challenging the
transaction; the possibility that the anticipated benefits of the
transaction are not realized when expected or at all, including as
a result of the impact of, or issues arising from, the integration
of the two companies; the possibility that the anticipated
divestitures are not completed in the anticipated timeframe or at
all; the possibility that additional divestitures may be required;
the possibility that the transaction may be more expensive to
complete than anticipated, including as a result of unexpected
factors or events; diversion of management’s attention from ongoing
business operations and opportunities; litigation relating to the
transaction; risks associated with increased leverage from the
transaction; and other factors discussed in the sections entitled
“Risk Factors” and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” in Penn’s and
Pinnacle’s respective most recent Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K as
filed with the SEC. Other unknown or unpredictable factors
may also cause actual results to differ materially from those
projected by the forward-looking statements. Most of these factors
are difficult to anticipate and are generally beyond the control of
Penn and Pinnacle. Pinnacle does not undertake any obligation to
release publicly any revisions to any forward-looking statements,
to report events or to report the occurrence of unanticipated
events unless required to do so by law.
Contacts: |
Vincent J. Zahn,
CFA |
Vice President &
Treasurer |
investors@pnkmail.com |
(702) 541-7777 |
|
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