Penn National Gaming, Inc. (PENN: Nasdaq) (“Penn National” or
the “Company”) announced that at separate meetings today, The
Pennsylvania Gaming Control Board (“PGCB”) and the West Virginia
Lottery Commission (“WVLC”) approved the Company’s pending
acquisition of Pinnacle Entertainment, Inc. (NASDAQ: PNK)
(“Pinnacle”). The completion of the proposed transaction is
contingent on receipt of additional regulatory approvals, as well
as certain other conditions.
“We are grateful for the prompt review by the PGCB and WVLC of
the proposed transaction and are very pleased to have cleared the
first regulatory hurdles on the path towards completing our
proposed acquisition of Pinnacle Entertainment,” said Timothy J.
Wilmott, Chief Executive Officer of Penn National Gaming. “We look
forward to securing additional regulatory approvals in the near
term, with our goal remaining to complete the transaction in the
second half of 2018,” continued Wilmott. “In the meantime, our
transition team is making good progress formulating a new
organizational structure, which will include a blend of proven and
talented team members from both companies, while ensuring we meet
or exceed our revenue and cost synergy targets.”
Penn National and Pinnacle recently announced that both
companies will hold special shareholder meetings on March 29th to
vote on matters related to the acquisition.
About Penn National Gaming
Penn 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 36,200 gaming machines, 810 table
games and 4,800 hotel rooms. The Company also offers social online
gaming through its Penn Interactive Ventures division.
About Pinnacle
Pinnacle 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.
Important Additional Information
In 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 Solicitation
Penn, 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, 2017, which was filed with the SEC on March
1, 2018, and its proxy statement for its 2017 Annual Meeting, 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, 2017, which was filed with the SEC on March 1, 2018, and its
proxy statement for its 2017 Annual Meeting, 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 Statements
This 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. Neither Penn nor Pinnacle undertakes 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20180321005898/en/
Penn National Gaming, Inc.William J. Fair, 610-373-2400Chief
Financial OfficerorJCIRJoseph N. Jaffoni, Richard Land,
212-835-8500penn@jcir.com
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