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Penn National Gaming, (Nasdaq: PENN) has announced that its shareholders have approved the proposed sale of the company for $8.9 billion.
At a special meeting of the company’s shareholders this week, they approved a merger agreement providing for the acquisition of Penn by certain funds managed by affiliates of Fortress Investment Group LLC (NYSE: FIG) and Centerbridge Partners, L.P.
Based upon the tally of shares voted, with 81.6% of the Company's outstanding shares voting, 99.3% of the shares were voted in favor of the transaction. Penn National Gaming, Inc. is seeking to complete the transaction late in the second quarter of 2008. The timing of any closing is subject to obtaining certain regulatory approvals and satisfying other customary closing conditions. 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. The news broke just before it was announced the company is getting close to approval for a new $365 million casino resort complex in Wellington, KS. In a heated battle to secure the license, Penn overcame a major hurtle with the news the Sumner County Commissioners have given Penn the unanimous endorsement for proposed Hollywood Casino Resort project. The endorsement came at the end of a highly-competitive review process instituted by the Sumner County Commissioners whereby interested applicants vying to develop a destination casino resort in Sumner County submitted proposals by November 28 to the County Commissioners, followed by in-person presentations on December 10 and 11. Under the State's new Gaming Act, an endorsement of the host county is a prerequisite in negotiating for, and ultimately securing, a state lottery gaming facility management contract. In addition to Penn National's Wellington proposal, the Commissioners received a proposal from Binion Family Trust (Marvel Gaming) for a competing Wellington location, and proposals from Harrah's Entertainment and MGM Mirage-Foxwoods Development for competing sites in the City of Mulvane. The Commission voted to endorse only the two Wellington proposals. Beginning on or around December 28, Penn National and the Binion Family Trust will enter into separate negotiations with the State Lottery Commission for management contracts, which will later be sent to an independent review Board to determine which is in the best interest of the State. Final selection is scheduled for May 12, 2008. "We are very grateful to the Sumner County Commissioners for their unanimous endorsement of our proposal and we are delighted with their decision," said Steven Snyder, Sr. Vice President of Corporate Development, who presented Penn National's proposal to the County. "As we expressed during our presentation, as the nation's top operator of regional gaming facilities, this project is right in our 'sweet spot.' The Commissioners' endorsement of the Wellington proposals reflects the tremendous amount of local support in Wellington and the City's strategic location in the middle of the County. We're confident in our ability to create an economic catalyst for Wellington and the entire region, and anxiously await the next step in this process." The proposed Hollywood Casino Resort - Wellington is a 450,000 square foot state-of-the-art facility featuring a 350 room resort hotel with luxury suites, spa and fitness center, and a 70,000 square foot gaming floor with 1,500 slot machines and 40 table games; capable of quick expansion to 2,000 slots. In addition, the casino will feature Hollywood themed-memorabilia, a variety of culinary options, a sports bar, retail center, and a 1,750-seat entertainment and convention center. The facility is master-planned for up to $200 million in additional investment and expansion, including mixed use and retail space, an executive golf course and another first-class hotel, bringing the total project to an estimated cost of $565 million. Penn National also has a lottery gaming facility management application pending with the State Lottery Commission for its proposed $295 million Hollywood Casino Resort in Cherokee County, Kansas. By operating Hollywood Casino resorts in both Sumner and Cherokee Counties, Penn National looks to create critical mass along the southern Kansas border and to generate important marketing synergies to better compete against the ongoing proliferation of Oklahoma tribal gaming.
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