Penn National Extends Tender Offers
WYOMISSING, Pennsylvania -- (PRESS RELEASE) -- Penn National Gaming, Inc. (Nasdaq: 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) (the "9% Argosy notes") 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) (the "7% Argosy notes"), 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 September 30, 2005, unless extended or earlier terminated by TAC with respect to that issue of notes. To date, approximately $199.9 million aggregate principal amount of the 9% Argosy notes and approximately $333.7 million aggregate principal amount of the 7% Argosy notes had been validly tendered and not withdrawn.
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. This week Penn National proposed to the IGB that it would enter into an agreement to sell the Alton Belle Casino in Alton, Illinois and the Empress Casino Joliet in Joliet, Illinois within 18 - 24 months of completing its acquisition of Argosy Gaming Company in exchange for the IGB's approval to proceed with the acquisition of Argosy by Penn. The IGB indicated to Penn National that if assets are to be divested that it would prefer that a sale agreement be reached between Penn National and the proposed buyer(s) within 12 months of the completion by Penn of the Argosy Gaming Company transaction. Illinois Gaming Board Chairman Aaron Jaffe stated at the September 26 meeting that he was optimistic that the proposed merger of Penn National Gaming and Argosy Gaming Company could be approved at the September 29 meeting of the IGB. Should Penn secure IGB approval at the September 29 meeting, it expects to complete the transaction on October 3.
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.