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 GamingPenn 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 PinnaclePinnacle 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 InformationIn 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 StatementsThis 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/
Penn National Gaming, Inc.William J. Fair, 610-373-2400Chief
Financial OfficerorJCIRJoseph N. Jaffoni, Richard Land,
212-835-8500penn@jcir.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