According to the Complaint, Pinnacle Entertainment, Inc. owns and operates 16 gaming entertainment businesses, located in Colorado, Indiana, Iowa, Louisiana, Mississippi, Missouri, Nevada, Ohio and Pennsylvania. In addition, Pinnacle 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 January 2, 2018, Pinnacle and Penn National Gaming, Inc. issued a joint press release announcing the Proposed Merger, which states in pertinent part:
"WYOMISSING, Pa. and LAS VEGAS, Dec. 18, 2017 (GLOBE NEWSWIRE) --
Penn National Gaming, Inc. (NASDAQ:PENN) (“Penn National”) and Pinnacle Entertainment, Inc. (NASDAQ:PNK) (“Pinnacle”) announced today that they have entered into a definitive agreement under which Penn National will acquire Pinnacle in a cash and stock transaction valued at approximately $2.8 billion.
Under the terms of the agreement, Pinnacle shareholders will receive $20.00 in cash and 0.42 shares of Penn National common stock for each Pinnacle share, which implies a total purchase price of $32.47 per Pinnacle share based on Penn National’s closing price on December 15, 2017. The transaction reflects a 36% premium for Pinnacle shareholders based on Pinnacle’s closing price of $21.86 and Penn National’s closing price of $22.91 on October 4, 2017. The transaction has been approved by the boards of directors of both companies and is expected to close in the second half of 2018."
The Complaint alleges that on February 8, 2018, in order to convince Pinnacle shareholders to vote in favor of the Proposed Merger, the Board authorized the filing of a materially incomplete and misleading Form S-4 Registration Statement (the “S-4”) with the Securities and Exchange Commission (“SEC”), in violation of Sections 14(a) and 20(a) of the Exchange Act.
This case was voluntarily dismissed as moot on April 4, 2018.