Pinnacle Entertainment Approved to Acquire Ameristar Casinos
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June 06, 2013
Pinnacle Entertainment announced today that the Iowa Racing and Gaming
Commission unanimously approved the Company's proposed acquisition of Ameristar
Casinos. Completion of the transaction remains subject to the receipt of
additional required regulatory approvals and customary closing conditions.
"We thank the Iowa Racing and Gaming Commission for diligently and expeditiously
approving our proposed acquisition of Ameristar Casinos, and look forward to
welcoming Ameristar's terrific gaming entertainment property in Council Bluffs,
Iowa into the Pinnacle Entertainment family in the near future," said Anthony
Sanfilippo, Chief Executive Officer of Pinnacle Entertainment. "With both Iowa
and Nevada approvals now behind us, we continue to work to obtain Federal Trade
Commission and remaining state gaming regulatory agency clearances necessary to
complete the transaction. We expect to close the transaction in the 2013 third
quarter," Mr. Sanfilippo continued.
About Pinnacle Entertainment
Pinnacle Entertainment, Inc. owns and operates seven casinos, located in
Louisiana, Missouri, and Indiana, and a racetrack in Ohio. In addition, Pinnacle
is redeveloping River Downs in Cincinnati, Ohio into a gaming entertainment
facility, owns a minority interest in Asian Coast Development (Canada) Ltd., an
international development and real estate company currently developing Vietnam's
first large-scale integrated resort on the Ho Tram Strip, and holds a majority
interest in the racing license owner, as well as a management contract, for
Retama Park Racetrack outside of San Antonio, Texas.
On December 20, 2012, Pinnacle agreed to acquire Ameristar Casinos, Inc. in an
all cash transaction valued at $26.50 per Ameristar share or total consideration
of $2.8 billion including assumed debt. Ameristar owns and operates casino
facilities in St. Charles near St. Louis, Mo.; Kansas City, Mo.; Council Bluffs,
Iowa; Black Hawk, Colo.; Vicksburg, Miss.; East Chicago, Ind.; and the Jackpot
properties in Jackpot, Nev.
Important Information Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. These forward-looking
statements are based on Pinnacle's current expectations and are subject to
uncertainty and changes in circumstances. These forward-looking statements
include, among others, statements regarding the completion of the transaction.
There is no assurance that the potential transaction will be consummated, and
there are a number of risks and uncertainties that could cause actual results to
differ materially from the forward-looking statements made herein. These risks
and uncertainties include (a) the timing to consummate a potential transaction
between Pinnacle and Ameristar may be delayed based on circumstances beyond
Pinnacle's control, including the ability of Pinnacle to come to a resolution
with the FTC; (b) the ability and timing to obtain required regulatory approvals
(including approval from gaming regulators other than Iowa and Nevada) and
satisfy or waive other closing conditions; (c) the possibility that the merger
does not close when expected or at all, or that the companies may be required to
modify aspects of the merger to achieve regulatory approval; (d) the requirement
to satisfy closing conditions to the merger as set forth in the merger
agreement; (e) Pinnacle's ability to obtain financing on the terms expected, or
at all; and (f) the risk factors disclosed in Pinnacle's most recent Annual
Report on Form 10-K, which Pinnacle filed with the Securities and Exchange
Commission on March 1, 2013 and in all reports on Forms 10-K, 10-Q and 8-K filed
with the Securities and Exchange Commission by Pinnacle subsequent to the filing
of the Form 10-K for the year ended December 31, 2012. Forward-looking
statements reflect Pinnacle's analysis as of the date of this press release.
Pinnacle does not undertake to revise these statements to reflect subsequent
developments, except as required under the federal securities laws. Readers are
cautioned not to place undue reliance on any of these forward-looking
Return to Iowa Casinos.