WYOMISSING, Pa. and LAS VEGAS, Feb. 16, 2016 (GLOBE NEWSWIRE) -- Gaming and Leisure Properties, Inc. (NASDAQ:GLPI) (“GLPI”) and
Pinnacle Entertainment, Inc. (NASDAQ:PNK) (“Pinnacle”) today announced that GLPI will hold a special meeting of shareholders and
Pinnacle will hold a special meeting of stockholders on March 15, 2016, in connection with GLPI’s pending acquisition of
substantially all of Pinnacle’s real estate assets following the spin-off of Pinnacle’s operations (and certain real estate assets)
into a separate public company. The GLPI meeting will take place at 10:00 AM Eastern Time and the Pinnacle meeting will take
place at 10:00 AM Central Time.
GLPI’s special meeting will be held at the offices of Kozloff Stoudt, 2640 Westview Drive, Wyomissing, Pennsylvania 19610, and
Pinnacle’s special meeting will be held at L’Auberge Casino & Hotel Baton Rouge, 777 L’Auberge Avenue, Baton Rouge, Louisiana
70820. GLPI shareholders will vote on whether to approve the issuance of shares of GLPI common stock in connection with the
transaction, and Pinnacle stockholders will vote on whether to adopt the Agreement and Plan of Merger, dated as of July 20, 2015,
among GLPI, a wholly owned subsidiary of GLPI and Pinnacle, and approve, on a non-binding, advisory basis, the compensation payable
to Pinnacle’s named executive officers in connection with the merger. Shareholders of GLPI and stockholders of Pinnacle as of
February 8, 2016, the record date of each meeting, will receive the joint proxy statement/prospectus regarding the merger and be
entitled to vote at the respective meeting.
Forward-Looking Statements
Forward-looking statements in this press release are subject to known and unknown risks, uncertainties and other factors that
may cause actual results, performance or achievements of Gaming and Leisure Properties, Inc. (NASDAQ:GLPI) and its subsidiaries
(“GLPI”) and Pinnacle Entertainment, Inc. (NASDAQ:PNK) and its subsidiaries (“Pinnacle”) to be materially different from any future
results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements include
information concerning GLPI’s and Pinnacle’s business strategy, plans, and goals and objectives. Statements preceded by, followed
by or that otherwise include the words “believes,” “expects,” “anticipates,” “intends,” “projects,” “estimates,” “plans,” “may
increase,” “may fluctuate,” and similar expressions or future or conditional verbs such as “will,” “should,” “would,” “may” and
“could’ are generally forward-looking in nature and not historical facts. You should understand that the following important
factors could affect future results and could cause actual results to differ materially from those expressed in such
forward-looking statements: the ultimate outcome and results of integrating the assets to be acquired by GLPI in the proposed
transaction with Pinnacle; the effects of a transaction between GLPI and Pinnacle on each party, including the post-transaction
GLPI’s and Pinnacle’s financial condition, operating results, strategy and plans; GLPI’s and Pinnacle’s ability to obtain the
shareholder and third party approvals necessary to complete the transaction; and additional factors discussed in the sections
entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in GLPI’s and
Pinnacle’s respective most recent Annual Reports on Form 10-K/10-K/A, Quarterly Reports on Form 10-Q /10-Q/A and Current Reports on
Form 8-K as filed with the Securities and Exchange Commission. Other unknown or unpredictable factors may also cause actual results
to differ materially from those projected by the forward-looking statements. Most of these factors are difficult to anticipate and
are generally beyond the control of GLPI and Pinnacle. Neither GLPI nor Pinnacle undertakes any obligation to release publicly any
revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events unless required
to do so by law.
Additional Information
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there
be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended. In connection with the proposed
transaction between GLPI and Pinnacle, GLPI has filed with the SEC a registration statement on Form S-4/A (File No. 333-206649)
that includes a definitive joint proxy statement of GLPI and Pinnacle that also constitutes a prospectus of GLPI. This
communication is not a substitute for the joint proxy statement/prospectus or any other document that GLPI or Pinnacle may file
with the SEC or send to their shareholders in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO
READ THE FORM S-4/A, INCLUDING THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS FILED AND OTHER RELEVANT DOCUMENTS THAT WILL BE
FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You may obtain free copies
of the definitive joint proxy statement/prospectus and other relevant documents filed by GLPI and Pinnacle with the SEC at the
SEC’s website at www.sec.gov. Copies of the documents filed with the SEC by GLPI are available free of charge on
GLPI’s investor relations website at investors.glpropinc.com or by contacting GLPI’s investor relations representative at (203)
682-8211. Copies of the documents filed with the SEC by Pinnacle are available free of charge on Pinnacle’s investor relations
website at investors.pnkinc.com or by contacting Pinnacle’s investor relations department at (702) 541-7777.
Certain Information Regarding
Participants
GLPI and Pinnacle and their respective directors and executive officers may be deemed to be participants in the solicitation of
proxies in respect of the proposed transaction under the rules of the SEC. Investors may obtain information regarding the names,
affiliations and interests of the GLPI’s directors and executive officers in GLPI’s Annual Report on Form 10-K/A for the year ended
December 31, 2014, which was filed with the SEC on November 9, 2015, and its proxy statement for its 2015 Annual Meeting of
Shareholders, which was filed with the SEC on April 30, 2015. Investors may obtain information regarding the names, affiliations
and interests of Pinnacle’s directors and executive officers in Pinnacle’s Annual Report on Form 10-K for the year ended December
31, 2014, which was filed with the SEC on March 2, 2015, its proxy statement for its 2015 Annual Meeting of Stockholders, which was
filed with the SEC on April 10, 2015, and the Registration Statement on Form 10 filed by PNK Entertainment, Inc. (File
No. 001-37666). Other information regarding the participants in the proxy solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, is contained in the definitive joint proxy statement/prospectus and other
relevant materials to be filed with the SEC regarding the proposed transaction. Investors should read the definitive joint proxy
statement/prospectus carefully and in its entirety before making any voting or investment decisions. You may obtain free copies of
these documents at the SEC’s website at www.sec.gov.
Contacts
For GLPI:
Investors
Dan Burch / Laurie Connell / Jeanne Carr
MacKenzie Partners, Inc.
212-929-5500
Bill Clifford
Gaming and Leisure Properties, Inc.
610-401-2900
For Pinnacle Entertainment:
Investors
Vincent J. Zahn, CFA
Vice President and Treasurer
702-541-7777 / investors@pnkmail.com
