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Published on 6/5/2008 in the Prospect News Special Situations Daily.

Merger of Penn National Gaming and affiliates of Fortress, Centerbridge approved in Iowa

By Lisa Kerner

Charlotte, N.C., June 5 - The Iowa Racing and Gaming Commission approved the pending merger of Penn National Gaming, Inc. and an entity indirectly owned by certain funds managed by affiliates of Fortress Investment Group LLC and Centerbridge Partners, LP, a Penn National news release said.

The proposed merger also has been approved by the Pennsylvania Gaming Control Board, Ohio State Racing Commission, New Jersey Racing Commission, West Virginia Lottery Commission, West Virginia Racing Commission, New Mexico Gaming Control Board, New Mexico Racing Commission, Pennsylvania State Horse Racing Commission and Mississippi Gaming Commission.

Additional regulatory reviews are pending in Maine, Indiana, Illinois, Missouri and Louisiana, according to the release.

Penn National said it is unlikely that all of the necessary regulatory approvals will be obtained by June 15, affecting the timing of the merger's close.

Under the companies' agreement, if the merger is completed by June 15, Penn National shareholders will be entitled to receive $67.00 cash per share. If the merger is not completed by June 15, the per-share merger consideration will be increased by $0.0149 per day, it was previously reported.

Either party may elect to extend the expiration date of the merger agreement by 120 days, to Oct. 13, under the terms of the merger agreement, it was noted in the release.

Shareholders approved the $8.9 billion transaction in December.

Penn National, located in Wyomissing, Pa., owns and operates casino and horse racing facilities.


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