Penn National Gaming, Inc. Announces March 29, 2018 as Date for Special Meeting
Penn National Gaming, Inc. (NASDAQ: PENN) (“Penn”) today announced that Penn will hold a special meeting of shareholders on
March 29, 2018 in connection with Penn’s pending acquisition of Pinnacle Entertainment, Inc. (NASDAQ: PNK) (“Pinnacle”). The Penn
meeting will take place at 11:00 a.m. Eastern Time. Penn has set February 27, 2018 as the record date for the special meeting.
Penn’s special meeting will be held at 825 Berkshire Boulevard, Suite 200, Wyomissing, Pennsylvania 19160. Penn shareholders
will vote on whether to approve the issuance of shares of common stock of Penn to stockholders of Pinnacle in connection with the
Agreement and Plan of Merger dated December 17, 2017, by and among Penn, Franchise Merger Sub, Inc., a wholly owned subsidiary of
Penn, and Pinnacle. Shareholders of Penn as of the record date of the special meeting will receive the joint proxy
statement/prospectus regarding the merger and be entitled to vote at the special meeting.
Pinnacle will also hold a special meeting of stockholders on March 29, 2018 to vote on matters related to the proposed
acquisition of Pinnacle by Penn.
Important Additional Information
In connection with the proposed transaction, on February 8, 2018, Penn filed with the Securities and Exchange Commission (the
“SEC”) a registration statement on Form S-4 that contains a joint proxy statement of Penn and Pinnacle and also constitutes a
prospectus of Penn (the “joint proxy statement/prospectus”). The registration statement was declared effective by the SEC on
February 28, 2018 and Penn and Pinnacle commenced mailing the definitive joint proxy statement/prospectus to their respective
shareholders and stockholders on February 28, 2018. This communication does not constitute an offer to sell or the solicitation of
an offer to buy any securities or a solicitation of any vote or approval. SHAREHOLDERS OF PENN AND STOCKHOLDERS OF PINNACLE ARE
URGED TO READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS
FILED OR THAT WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY CONTAIN OR WILL
CONTAIN IMPORTANT INFORMATION. Investors may obtain a free copy of the registration statement and the joint proxy
statement/prospectus, as well as other filings containing information about Penn and Pinnacle, without charge, at the SEC’s website
at www.sec.gov. Copies of the documents filed with the SEC by Penn can be obtained, without charge, by directing a
request to Justin Sebastiano, Penn National Gaming, Inc., 825 Berkshire Boulevard, Suite 200, Wyomissing, Pennsylvania 19610, Tel.
No. (610) 401-2029. Copies of the documents filed with the SEC by Pinnacle can be obtained, without charge, by directing a request
to Vincent Zahn, Pinnacle Entertainment, Inc., 3980 Howard Hughes Parkway, Las Vegas, Nevada 89169, Tel. No. (702) 541-7777.
Participants in the Solicitation
Penn, Pinnacle, and certain of their respective directors, executive officers and employees may be deemed to be participants in
the solicitation of proxies in respect of the proposed transaction. Information regarding Penn’s directors and executive officers
is available in Penn’s Annual Report on Form 10-K for the year ended December 31, 2016, which was filed with the SEC on February
24, 2017, and its proxy statement for its 2017 Annual Meeting, which was filed with the SEC on April 25, 2017. Information
regarding Pinnacle’s directors and executive officers is available in Pinnacle’s Annual Report on Form 10-K for the year ended
December 31, 2016, which was filed with the SEC on February 28, 2017, and its proxy statement for its 2017 Annual Meeting, which
was filed with the SEC on March 14, 2017. 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 of Penn and Pinnacle and other relevant materials filed with the SEC. Free copies of this document may be
obtained as described in the preceding paragraph.
Forward-Looking Statements
This communication may contain certain forward-looking statements, including certain plans, expectations, goals, projections,
and statements about the benefits of the proposed transaction, Penn’s and Pinnacle’s plans, objectives, expectations and
intentions, the expected timing of completion of the transaction, and other statements that are not historical facts. Such
statements are subject to numerous assumptions, risks, and uncertainties. Statements that do not describe historical or current
facts, including statements about beliefs and expectations, are forward-looking statements. Forward-looking statements may be
identified by words such as “expect,” “anticipate,” “believe,” “intend,” “estimate,” “plan,” “target,” “goal,” or similar
expressions, or future or conditional verbs such as “will,” “may,” “might,” “should,” “would,” “could,” or similar variations. The
forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933,
Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995.
While there is no assurance that any list of risks and uncertainties or risk factors is complete, below are certain factors
which could cause actual results to differ materially from those contained or implied in the forward-looking statements including:
risks related to the acquisition of Pinnacle by Penn and the integration of the businesses and assets to be acquired; the
possibility that the proposed transaction does not close when expected or at all because required regulatory, shareholder or other
approvals are not received or other conditions to the closing are not satisfied on a timely basis or at all; the risk that the
financing required to fund the transaction is not obtained on the terms anticipated or at all; the possibility that the Boyd Gaming
Corporation and/or Gaming and Leisure Properties, Inc. transactions do not close in a timely fashion or at all; potential adverse
reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the
transaction; potential litigation challenging the transaction; the possibility that the anticipated benefits of the transaction are
not realized when expected or at all, including as a result of the impact of, or issues arising from, the integration of the two
companies; the possibility that the anticipated divestitures are not completed in the anticipated timeframe or at all; the
possibility that additional divestitures may be required; the possibility that the transaction may be more expensive to complete
than anticipated, including as a result of unexpected factors or events; diversion of management’s attention from ongoing business
operations and opportunities; litigation relating to the transaction; risks associated with increased leverage from the
transaction; and other factors discussed in the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” in Penn’s and Pinnacle’s respective most recent Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K as filed with the SEC. 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 Penn and Pinnacle. Neither Penn 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.
Penn National Gaming
Investor Relations:
Justin Sebastiano, 610-401-2029
Vice President, Finance & Treasurer
Justin.Sebastiano@pngaming.com
or
General Media Inquiries:
Eric Schippers, 610-378-8321
SVP, Public Affairs
Eric.Schippers@pngaming.com
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