WYOMISSING, Pa.--(BUSINESS WIRE)--Oct. 2, 2018--
Penn National Gaming, Inc. (PENN: Nasdaq) (“Penn” or the “Company”)
announced today that the Federal Trade Commission (“FTC”) has cleared
its pending acquisition of Pinnacle Entertainment, Inc. (PNK: Nasdaq)
(“Pinnacle”), subject to the previously agreed divestitures of four
Pinnacle properties to Boyd Gaming Corporation. The completion of the
proposed transaction is contingent on the receipt of approval from one
jurisdiction, as well as certain other customary conditions. The Company
continues to expect to complete the transaction early in the fourth
quarter.
In addition to clearance by the FTC, Penn National has received
approvals from thirteen gaming regulatory bodies in connection with its
proposed acquisition of Pinnacle Entertainment. 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 June 30, 2018, the Company operated twenty-eight
facilities in sixteen jurisdictions, including Florida, Illinois,
Indiana, Kansas, Maine, Massachusetts, Mississippi, Missouri, Nevada,
New Jersey, New Mexico, Ohio, Pennsylvania, Texas, West Virginia, and
Ontario, Canada. At June 30, 2018, in aggregate, Penn National Gaming
operated approximately 34,100 gaming machines, 770 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, 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 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 available 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 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/20181002006015/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
