Pinnacle Entertainment, Inc. (NYSE:PNK) and Ameristar Casinos, Inc.
(Nasdaq:ASCA) announced today that on February 11, 2013 they
received a request for additional information and documentary
materials (a "Second Request") from the Federal Trade Commission
("FTC") regarding Pinnacle's proposed acquisition of Ameristar. The
information request was issued under notification requirements of
the Hart-Scott-Rodino Antitrust Improvements Act of 1976 ("HSR
Act").
The effect of the Second Request is to extend the waiting period
imposed by the HSR Act until 30 days after each company has
substantially complied with the Second Request, unless that period
is extended voluntarily by the companies or terminated sooner by
the FTC. The companies intend to expeditiously respond to the
information request and to continue to work cooperatively with the
FTC in connection with this review. Completion of the transaction
remains subject to the expiration or termination of the waiting
period under the HSR Act, customary closing conditions, approval by
Ameristar's stockholders, and required regulatory approvals.
Pinnacle and Ameristar continue to expect the transaction to close
during the second or third quarter of 2013.
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 23%
equity stake in Asian Coast Development (Canada) Ltd. (ACDL), 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.
The Pinnacle Entertainment, Inc. logo is available at
http://www.globenewswire.com/newsroom/prs/?pkgid=13121
About Ameristar Casinos
Ameristar Casinos is an innovative casino gaming company
featuring the newest and most popular slot machines. Ameristar's
7,200 dedicated team members pride themselves on delivering
consistently friendly and appreciative service to their guests.
Ameristar continuously strives to increase the loyalty of its
guests through the quality of its slot machines, table games,
hotel, dining and other leisure offerings. Ameristar's eight casino
hotel properties primarily serve guests from Colorado, Idaho,
Illinois, Indiana, Iowa, Kansas, Louisiana, Mississippi, Missouri,
Nebraska and Nevada. Ameristar has been a public company since
1993, and its stock is traded on the NASDAQ Global Select Market.
Ameristar generates more than $1.1 billion in net revenues
annually.
The Ameristar Casinos, Inc. Logo is available at
http://www.globenewswire.com/newsroom/prs/?pkgid=16403
Important Information Regarding Forward-Looking
Statements
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 and
Ameristar's current expectations and are subject to uncertainty and
changes in circumstances. These forward-looking statements include,
among others, statements regarding the expected synergies and
benefits of a potential combination of Pinnacle and Ameristar,
including the expected accretive effect of the merger on Pinnacle's
financial results and profile (e.g., free cash flow, earnings per
share and Consolidated Adjusted EBITDA); the anticipated benefits
of geographic diversity that would result from the merger and the
expected results of Ameristar's gaming properties; expectations
about future business plans, prospective performance and
opportunities; required regulatory approvals; the expected timing
of the completion of the transaction; and the anticipated financing
of the transaction. These forward-looking statements may be
identified by the use of words such as "expect," "anticipate,"
"believe," "estimate," "potential," "should," "could," "would,"
"will," or similar words intended to identify information that is
not historical in nature. The inclusion of such statements should
not be regarded as a representation that such plans, estimates or
expectations will be achieved. 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; (b) the
ability and timing to obtain required regulatory approvals
(including approval from gaming regulators) and satisfy or waive
other closing conditions; (c) the ability to obtain the approval of
Ameristar's stockholders; (d) 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; (e) Pinnacle's ability to realize the synergies
contemplated by a potential transaction; (f) Pinnacle's ability to
promptly and effectively integrate the business of Pinnacle and
Ameristar; (g) the requirement to satisfy closing conditions to the
merger as set forth in the merger agreement, including expiration
of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976; (h) uncertainties in the global economy
and credit markets and its potential impact on Pinnacle's ability
to finance the transaction; (i) the outcome of any legal
proceedings that may be instituted in connection with the
transaction; (j) the ability to retain certain key employees of
Ameristar; (k) that there may be a material adverse change of
Pinnacle or Ameristar, or the respective businesses of Pinnacle or
Ameristar may suffer as a result of uncertainty surrounding the
transaction; (l) Pinnacle's ability to obtain financing on the
terms expected, or at all; and (m) the risk factors disclosed in
Pinnacle's most recent Annual Report on Form 10-K/A, which Pinnacle
filed with the Securities and Exchange Commission on May 16, 2012
and the risk factors disclosed in Ameristar's most recent Annual
Report on Form 10-K, which Ameristar filed with the Securities and
Exchange Commission on February 28, 2012 and in all reports on
Forms 10-K, 10-Q and 8-K filed with the Securities and Exchange
Commission by Pinnacle and Ameristar subsequent to the filing of
their respective Forms 10-K for the year ended December 31, 2011.
Forward-looking statements reflect Pinnacle's and Ameristar's
management's analysis as of the date of this report. Pinnacle and
Ameristar do 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 statements.
Additional Information and Where to Find It
In connection with the proposed merger, Ameristar plans to file
a definitive proxy statement with the SEC and mail the proxy
statement to its stockholders. INVESTORS AND STOCKHOLDERS ARE URGED
TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS WHEN THEY
BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
PINNACLE, AMERISTAR, THE PROPOSED MERGER AND RELATED MATTERS. The
proxy statement, as well as other filings containing information
about Pinnacle and Ameristar will be available, free of charge,
from the SEC's web site (www.sec.gov). Pinnacle's SEC filings in
connection with the transaction also may be obtained, free of
charge, from Pinnacle's website (www.pnkinc.com) under the tab
"Investor Relations" and then under the heading "SEC Filings," or
by directing a request to Pinnacle, 8918 Spanish Ridge Ave., Las
Vegas, Nevada, 89148, Attention: Investor Relations or (702)
541-7777. Ameristar's SEC filings in connection with the
transaction also may be obtained, free of charge, from Ameristar's
website (www.ameristar.com) under the tab "About Us," "Investor
Relations" and then under the heading "Ameristar Casinos SEC
Reports & Filings," or by directing a request to Ameristar,
3773 Howard Hughes Parkway, Suite 490 South, Las Vegas, Nevada,
89169, Attention: Investor Relations or (702) 567-7000.
Participants in the Merger Solicitation
Pinnacle and Ameristar and their respective directors and
executive officers and other persons may be deemed to be
participants in the solicitation of proxies in connection with the
proposed merger. Information about Pinnacle's directors and
executive officers is included in Pinnacle's Annual Report on Form
10-K/A for the year ended December 31, 2011, filed with the SEC on
May 16, 2012 and the proxy statement for Pinnacle's 2012 Annual
Meeting of Stockholders, filed with the SEC on April 9, 2012.
Information about Ameristar's directors and executive officers is
included in Ameristar's Annual Report on Form 10-K for the year
ended December 31, 2011, filed with the SEC on February 28, 2012
and the proxy statement for Ameristar's 2012 Annual Meeting of
Stockholders, filed with the SEC on April 30, 2012. Additional
information regarding these persons and their interests in the
merger will be included in the definitive proxy statement relating
to the merger when it is filed with the SEC. These documents can be
obtained free of charge from the sources indicated above.
CONTACT: Pinnacle Entertainment Contacts:
Investor Relations
Vincent J. Zahn, CFA
Vice President, Finance and Investor Relations
702/541-7777 or investors@pnkmail.com
Media Relations
Kerry Andersen
Director, Public Relations
337/395-7631 or kandersen@pnkmail.com
Ameristar Casinos Contacts:
Investor Relations
Thomas Steinbauer
Senior Vice President, Chief Financial Officer
(702) 567-7030 or tom.steinbauer@ameristar.com
Media Relations
Roxann M. Kinkade, APR
Director of Communications
(816) 414-7007 or roxann.kinkade@ameristar.com
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