Pinnacle Entertainment, Inc. (NASDAQ:PNK) announced today that it
will release its 2018 second quarter financial results on Thursday,
August 2, 2018.
Pending MergerAs previously
announced, on December 17, 2017, Pinnacle Entertainment, Inc.
(“Pinnacle”) entered into an agreement and plan of merger with Penn
National Gaming, Inc. (NASDAQ:PENN) (“Penn”), pursuant to which
Penn will acquire all of the outstanding common shares of Pinnacle
in a cash and stock transaction. Under the terms of the agreement
and plan of merger, Pinnacle stockholders will receive $20.00 in
cash and 0.42 shares of Penn common stock for each Pinnacle share.
The merger is subject to customary closing conditions and required
regulatory approvals. The transaction is expected to close early in
the 2018 fourth quarter.
Forward-looking StatementsThis
communication may contain certain forward-looking statements,
including certain plans, expectations, goals, projections, and
statements about the benefits of the proposed transaction,
Pinnacle’s plans, objectives, expectations and intentions, the
expected timing of the 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 time frame 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 additional factors discussed in the sections
entitled “Risk Factors” and “Management’s Discussion and Analysis
of Financial Condition and Results of Operations” in 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 Securities and Exchange Commission (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 Pinnacle. Pinnacle does not undertake 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.
Important Additional
InformationIn connection with the proposed transaction, on
February 8, 2018, Penn filed with 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.
About Pinnacle
EntertainmentPinnacle 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.
About Penn NationalPenn
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 36,700 gaming machines, 820 table games and
4,800 hotel rooms.
Contact:
Vincent J. Zahn, CFAVice President and
Treasurer702-541-7777/investors@pnkmail.com
Pinnacle Entertainment, Inc. New (NASDAQ:PNK)
Gráfico Histórico do Ativo
De Mai 2024 até Jun 2024
Pinnacle Entertainment, Inc. New (NASDAQ:PNK)
Gráfico Histórico do Ativo
De Jun 2023 até Jun 2024