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Penn National Gaming Secures Transaction Approval from the Mississippi Gaming Commission

Business Wire,  April 17, 2008  

WYOMISSING, Pa. -- Penn National Gaming, Inc. (PENN: Nasdaq) (the "Company") today announced it received approval from the Mississippi Gaming 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 and satisfying other customary closing conditions.

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As previously reported, in November 2007, the Ohio Racing Commission approved the merger, subject to the 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. On March 20, 2008, the West Virginia Lottery Commission approved the merger (however the West Virginia Racing Commission is still reviewing the transaction). On April 15, 2008, the New Mexico Gaming Control Board approved the merger subject to several customary conditions. On April 16, 2008, the merger was approved by the Pennsylvania State Horse Racing Commission (subject to the completion of a suitability investigation being conducted by the Pennsylvania Gaming Control Board) and the New Mexico Racing Commission.

In addition, the following regulatory bodies have confirmed to the Company that no approval of the transaction is required prior to closing: the Colorado Gaming Commission, the Maine Gambling Control Board (however the Maine State Harness Racing Commission is still reviewing the transaction) and the Alcohol and Gaming Commission of Ontario.

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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