|Penn National Gaming Announces Extension of Expiration Date for Tender Offers; Penn National Gaming Expects Acquisition of Argosy Gaming to Close September 1|
WYOMISSING, Pa.--(BUSINESS WIRE)--Aug. 12, 2005--Penn National Gaming, Inc. (Nasdaq: PENN) ("Penn") announced today that its wholly owned subsidiary Thoroughbred Acquisition Corp. ("TAC"), in connection with the previously announced cash tender offers for any and all of the $200 million aggregate outstanding principal amount of Argosy Gaming Company's ("Argosy") 9% senior subordinated notes due 2011 (CUSIP No. 040228-AJ-7) and any and all of the $350 million aggregate outstanding principal amount of Argosy's 7% senior subordinated notes due 2014 (CUSIP No. 040228-AL-2), has extended the expiration date of each of the tender offers under the Offers to Purchase and Consent Solicitation Statements, each dated July 21, 2005 (each, an "Offer to Purchase"), to 12:00 midnight, New York City time, on August 31, 2005, unless extended or earlier terminated by TAC with respect to that issue of notes. The price determination date has been extended to 2:00 p.m., New York City time, on August 17, 2005, unless further extended.
The tender offers are being conducted in connection with Penn's pending acquisition of Argosy. The closing of the acquisition of Argosy remains subject to certain conditions, including the receipt of gaming approvals in Illinois and Louisiana. Penn's pending acquisition of Argosy is on the August 16 agenda for review by the Louisiana Gaming Control Board and on the August 25 agenda for review by the Illinois Gaming Board. Though there can be no assurances on the outcomes of these meetings, if the Louisiana and Illinois regulatory approvals are secured, Penn expects the acquisition of Argosy to close on September 1, 2005.
The obligation to accept for payment and to pay for notes in each tender offer is subject to customary conditions, including, among other things, the consummation of Penn's acquisition of Argosy, or TAC being satisfied in its sole discretion that such consummation will occur substantially concurrently with the expiration date of the tender offers, and TAC having received the proceeds of the financing on terms satisfactory to Penn, or being satisfied in its sole discretion that such financing and such proceeds will be received substantially concurrently with the expiration date of the tender offers.
Deutsche Bank Securities Inc. is serving as the Dealer Manager and Solicitation Agent, and Mackenzie Partners, Inc. is serving as the Information Agent, in connection with the tender offers and consent solicitations. Requests for documents should be directed to MacKenzie Partners, Inc., toll-free at (800) 322-2885. Questions regarding the tender offers and consent solicitations should be directed to Deutsche Bank Securities Inc., toll-free at (800) 553-2826.
None of Penn, TAC, Argosy, the Dealer Manager and Solicitation Agent or the Information Agent, nor any of their respective subsidiaries or affiliates, makes any recommendation in connection with the tender offers. Holders must make their own decisions as to whether to tender notes, and, if so, the principal amount of notes to tender.
This announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents with respect to any securities. The tender offers and consent solicitations are being made solely by the Offers to Purchase. Other than the extension of the expiration date and the price determination date as described above, all other terms and conditions set forth in the Offers to Purchase remain unchanged.
About Penn National Gaming
Penn National Gaming owns and operates casino and horse racing facilities with a focus on slot machine entertainment. Penn presently operates eleven facilities in nine jurisdictions including West Virginia, Illinois, Louisiana, Mississippi, Pennsylvania, New Jersey, Colorado, Maine and Ontario. In aggregate, Penn's facilities feature over 13,000 slot machines, 260 table games, 1,286 hotel rooms and 417,000 square feet of gaming floor space. In November 2004, Penn agreed to acquire all of the outstanding shares of Argosy.
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 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, 2004. Meaningful factors which could cause actual results to differ from expectations described in this press release include, but are not limited to, risks related to the following: the passage of state, federal or local legislation that would expand, restrict, further tax or prevent gaming operations in the jurisdictions in which we do business; delays in obtaining regulatory approvals required to complete, or other delays in completing, the proposed acquisition of Argosy; our ability to successfully complete the tender offers and consent solicitations; our ability to complete the proposed acquisition of Argosy and to successfully integrate its operations; our ability to maintain regulatory approvals for our existing businesses and to receive regulatory approvals for our new businesses (including without limitation the issuance of final operators' licenses in Maine and Pennsylvania). Furthermore, Penn 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.
CONTACT: Penn National Gaming, Inc. Robert Ippolito, 610-373-2400 or Jaffoni & Collins Incorporated Joseph N. Jaffoni / Richard Land, 212-835-8500 email@example.com SOURCE: Penn National Gaming, Inc.