WYOMISSING, Pa.--(Business Wire)--
Penn National Gaming, Inc. (PENN: Nasdaq) (the "Company")
announced today that it has, in accordance with the terms of the
merger agreement providing for the acquisition of the Company by PNG
Acquisition Company Inc. ("Parent"), an entity indirectly owned by
certain funds managed by affiliates of Fortress Investment Group LLC
(NYSE: FIG) ("Fortress") and Centerbridge Partners, L.P.
("Centerbridge"), delivered a notice to Parent extending the end date
of the merger agreement (the "End Date") by 120 days, from June 15,
2008 to October 13, 2008.
On June 15, 2007, the Company announced that it had entered into a
definitive agreement to be merged into an entity owned by Parent.
Under the terms of the merger agreement, either party has the right to
extend the End Date by 120 days by delivery of notice to the other if
all of the conditions to the closing of the merger are or were capable
of being satisfied on June 15, 2008 other than the condition relating
to the receipt of gaming approvals. Since consideration of the merger
remains pending before a number of state regulatory authorities, as
more fully described below, the Company has concluded that the
requisite regulatory approvals will not be obtained on or prior to
June 15, 2008. The merger agreement further provides that the $67.00
per share merger consideration is to be increased $0.0149 per day,
commencing June 15, 2008.
The timing of the closing is subject to obtaining certain
regulatory approvals and satisfying other customary closing
conditions; however, no assurance can be given whether or when such
regulatory approvals may be obtained or such other customary closing
conditions may be satisfied. At a special meeting of shareholders held
on December 12, 2007, the Company's 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.
The table below summarizes the status of the other regulatory
approvals required to complete the transaction:
-0-
*T
Regulatory Body Status
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Ohio State Racing Commission 11/07: Approved the merger
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New Jersey Racing Commission 2/08: Approved the merger, subject
to several customary conditions
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West Virginia Lottery Commission 3/08: Approved the merger
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West Virginia Racing Commission 5/08: Approved the merger
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New Mexico Gaming Control Board 4/08: Approved the merger, subject
to several customary conditions
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New Mexico Racing Commission 4/08: Approved the merger
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Pennsylvania State Horse Racing 4/08: Approved the merger
Commission
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Pennsylvania Gaming Control Board 5/08: Approved the merger
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Mississippi Gaming Commission 4/08: Approved the merger
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Iowa Racing and Gaming Commission 6/08: Approved the merger
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Colorado Limited Gaming Control No approval of the transaction
Commission required prior to closing
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Maine Gambling Control Board No approval of the transaction
required prior to closing
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Maine Harness Racing Commission Review Pending
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Alcohol and Gaming Commission of No approval of the transaction
Ontario required prior to closing
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Indiana Gaming Commission Review Pending
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Illinois Gaming Board Review Pending
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Missouri Gaming Commission Review Pending
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Louisiana Gaming Control Board Review Pending
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Florida Department of Business and 5/08: Approved financial aspects of
Professional Regulation -- the transaction (no prior approval
Division of Pari-Mutuel Wagering of the merger required)
----------------------------------------------------------------------
*T
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 proposed 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.
Penn National Gaming, Inc.
William J. Clifford, 610-373-2400
Chief Financial Officer
or
Jaffoni & Collins Incorporated
Joseph N. Jaffoni, Richard Land
212-835-8500
penn@jcir.com
Copyright Business Wire 2008
