WYOMISSING, Penn.--(BUSINESS WIRE)--Mar. 21, 2018--
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.
View source version on businesswire.com: https://www.businesswire.com/news/home/20180321005898/en/
Source: Penn National Gaming, Inc.
Penn National Gaming, Inc.
William J. Fair, 610-373-2400
Chief
Financial Officer
or
JCIR
Joseph N. Jaffoni, Richard
Land, 212-835-8500
penn@jcir.com