Penn National Gaming, Inc. (PENN: Nasdaq) (“Penn National” or the “Company”) announced that at its meeting today, the Indiana Gaming Commission (“IGC”) approved the Company’s pending acquisition of Pinnacle Entertainment, Inc. (NASDAQ: PNK) (“Pinnacle”), subject to customary conditions. The completion of the proposed transaction is contingent on receipt of additional regulatory approvals as well as certain other conditions.
Timothy J. Wilmott, Chief Executive Officer of Penn National Gaming, commented, “We appreciate the diligent work of the Indiana Gaming Commission in their review and approval of our proposed transaction. We look forward to securing additional regulatory approvals in the near term and remain on schedule to complete the transaction in the second half of this year.”
Inclusive of today’s approval from the IGC, Penn National has received approval of its acquisition of Pinnacle Entertainment from six gaming regulatory bodies. In addition, on March 29, shareholders of both Penn National and Pinnacle Entertainment approved the proposed merger, with over 99% of all votes cast in favor of the transaction.
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 March 31, 2018, 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 March 31, 2018, in aggregate, Penn
National Gaming operated approximately 36,100 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.
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 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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