Penn National merger approved
25 March 2008
WYOMISSING, Pennsylvania -- (PRESS RELEASE) -- 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 - News) ("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).