Penn National shareholders approve Pinnacle acquisition

(PRESS RELEASE) -- Penn National Gaming, Inc. today announced that its shareholders voted to approve Penn's proposal to issue shares of Penn common stock to stockholders of Pinnacle Entertainment, Inc. in connection with Penn's pending acquisition of Pinnacle. In addition, Pinnacle today announced that its stockholders have voted to adopt the merger agreement for the transaction.

At the special meeting of Penn shareholders held today, approximately 86% of Penn's outstanding common shares were voted, with approximately 99% of the votes cast in favor of the proposal to issue shares of Penn common stock to Pinnacle stockholders in connection with the transaction.

Timothy J. Wilmott, Chief Executive Officer of Penn National, commented, "Today's shareholder vote was another important milestone toward completing the acquisition of Pinnacle later this year. We are pleased by the support of our shareholders, which we believe reflects their confidence in the significant near and long-term value this transaction will create for investors in both companies.

"The acquisition of Pinnacle's operations will allow Penn National to further raise the bar on providing unparalleled entertainment and gaming experiences for our regional gaming customers while providing long-term growth opportunities and efficiencies related to our increased scale. Following the transaction closing, Penn National will enjoy significantly greater geographic diversity from a combined 41 properties in 20 jurisdictions, including 15 of the country's top 30 Metropolitan Statistical Areas. Financially, we expect the transaction to increase our annual revenue and be immediately accretive to free cash flow per share, following the planned divestitures of four casinos and the realization of approximately $100 million in synergies.

"Over the last several months we have made continued progress towards the completion of the transaction, and we're making meaningful progress with our post-acquisition integration and team planning. We are continuing to pursue the remaining regulatory approvals and the completion of the transaction over the coming months."

The closing of the transaction is expected to occur following the receipt of all required regulatory approvals and the satisfaction or waiver of other customary closing conditions, which Penn and Pinnacle continue to expect will occur in the second half of 2018.