Penn National Gaming, Inc. (PENN: Nasdaq) (the "Company”)
today announced it received approval from the West Virginia Lottery
Commission for the pending merger of the Company and certain funds
managed by affiliates of Fortress Investment Group LLC (NYSE: FIG) ("Fortress”)
and Centerbridge Partners, L.P. ("Centerbridge”).
On June 15, 2007, Penn National Gaming announced that it had entered
into a definitive agreement to be acquired by certain funds managed by
affiliates of Fortress and Centerbridge. Penn National Gaming is seeking
to complete the merger late in the second quarter of 2008. The timing of
the closing is subject to obtaining certain regulatory approvals
(including that of The West Virginia Racing Commission) and satisfying
other customary closing conditions.
As previously reported, in November 2007, the Ohio Racing Commission
approved the merger, subject to delivery of several additional
documents. At a special meeting of shareholders held on December 12,
2007, Penn National Gaming shareholders approved the merger agreement.
Also, in December 2007, the applicable waiting period under the
Hart-Scott-Rodino Act expired without Fortress, Centerbridge or the
Company receiving a second request for information. On February 6, 2008,
the New Jersey Racing Commission approved the merger, subject to several
customary conditions including final approval of the meeting’s
minutes by the Attorney General of New Jersey.
Under the terms of the agreement, if the merger is completed by June 15,
2008, the Company’s shareholders will be
entitled to receive $67.00 in cash, without interest, for each share of
Company common stock they own. If the merger is not completed by
June 15, 2008, the $67.00 per share merger consideration will be
increased $0.0149 per day.
In connection with the pending merger, Penn National Gaming filed a
definitive proxy statement and other documents with the Securities and
Exchange Commission that include additional information on the
transaction (see "About the Transaction”
at the end of this news announcement).
About Penn National Gaming
Penn National Gaming owns and operates gaming and racing facilities with
a focus on slot machine entertainment. The Company presently operates
nineteen facilities in fifteen jurisdictions, including Colorado,
Florida, Illinois, Indiana, Iowa, Louisiana, Maine, Mississippi,
Missouri, New Jersey, New Mexico, Ohio, Pennsylvania, West Virginia, and
Ontario. In aggregate, Penn National’s
operated facilities feature over 25,000 slot machines, approximately 400
table games, over 1,730 hotel rooms and more than 900,000 square feet of
gaming floor space.
About the Transaction
In connection with the pending merger, Penn National Gaming filed a
Definitive Proxy Statement and other documents with the Securities and
Exchange Commission (the "SEC”).
INVESTORS AND SECURITY HOLDERS ARE STRONGLY ADVISED TO READ THE
DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS, BECAUSE THEY CONTAIN
IMPORTANT INFORMATION. Investors and security holders may obtain a free
copy of the Definitive Proxy Statement and other documents filed by Penn
National Gaming, Inc. at the SEC’s Web site
at http://www.sec.gov.
The Definitive Proxy Statement and other such documents may also be
obtained for free by directing such request to Penn National Gaming,
Inc. Investor Relations, 825 Berkshire Boulevard, Wyomissing, PA 19610
or on the company’s website at www.pngaming.com.
Forward-looking Statements
This press release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Actual
results may vary materially from expectations. Penn National Gaming
describes certain of these risks and uncertainties in its filings with
the Securities and Exchange Commission, including its Annual Report on
Form 10-K for the year ended December 31, 2007. Meaningful factors which
could cause actual results to differ from expectations described in this
press release include, but are not limited to, the occurrence of any
event, change or other circumstances that could give rise to the
termination of the agreement with Fortress and Centerbridge; the outcome
of any legal proceedings that may be instituted against Penn National
Gaming related to the merger agreement; the inability to complete the
transaction due to the failure to satisfy other conditions to completion
of the merger, including the receipt of all regulatory approvals related
to the merger; risks that the pending transaction disrupts current plans
and operations and the potential difficulties in key employee retention
as a result of the transaction; the effects of local and national
economic, credit and capital market conditions on the economy in
general, and on the gaming and lodging industries in particular;
construction factors, including delays, increased costs for labor and
materials; Fortress and Centerbridge's access to available and
reasonable financing on a timely basis; changes in laws, including
increased tax rates, regulations or accounting standards, third-party
relations and approvals, and decisions of courts, regulators and
governmental bodies; litigation outcomes and judicial actions, including
gaming legislative action, referenda and taxation. Furthermore, Penn
National Gaming does not intend to update publicly any forward-looking
statements except as required by law. The cautionary advice in this
paragraph is permitted by the Private Securities Litigation Reform Act
of 1995.
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