WYOMISSING, Pa.--(BUSINESS WIRE)--Mar. 29, 2018--
Penn National Gaming, Inc. (PENN: Nasdaq) (“Penn” or the “Company”)
today announced that its shareholders voted to approve Penn’s proposal
to issue shares of Penn common stock to stockholders of Pinnacle
Entertainment, Inc. (PNK: Nasdaq) (“Pinnacle”) in connection with Penn’s
pending acquisition of Pinnacle. In addition, Pinnacle today announced
that its stockholders have voted to adopt the merger agreement for the
transaction.
At the special meeting of Penn shareholders held today, approximately
86% of Penn’s outstanding common shares were voted, with approximately
99% of the votes cast in favor of the proposal to issue shares of Penn
common stock to Pinnacle stockholders in connection with the transaction.
Timothy J. Wilmott, Chief Executive Officer of Penn National, commented,
“Today’s shareholder vote was another important milestone toward
completing the acquisition of Pinnacle later this year. We are pleased
by the support of our shareholders, which we believe reflects their
confidence in the significant near and long-term value this transaction
will create for investors in both companies.
“The acquisition of Pinnacle’s operations will allow Penn National to
further raise the bar on providing unparalleled entertainment and gaming
experiences for our regional gaming customers while providing long-term
growth opportunities and efficiencies related to our increased scale.
Following the transaction closing, Penn National will enjoy
significantly greater geographic diversity from a combined 41 properties
in 20 jurisdictions, including 15 of the country’s top 30 Metropolitan
Statistical Areas. Financially, we expect the transaction to increase
our annual revenue and be immediately accretive to free cash flow per
share, following the planned divestitures of four casinos and the
realization of approximately $100 million in synergies.
“Over the last several months we have made continued progress towards
the completion of the transaction and we’re making meaningful progress
with our post-acquisition integration and team planning. We are
continuing to pursue the remaining regulatory approvals and the
completion of the transaction over the coming months.”
The closing of the transaction is expected to occur following the
receipt of all required regulatory approvals and the satisfaction or
waiver of other customary closing conditions, which Penn and Pinnacle
continue to expect will occur in the second half of 2018.
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.
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
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/20180329005997/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
or penn@jcir.com