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Shareholders of Pinnacle OK merger with Penn National

Shareholders of Las Vegas-based Pinnacle Entertainment Inc. on Thursday overwhelmingly approved a proposal for the company’s merger with Penn National Gaming Inc.

In a filing with the Securities and Exchange Commission late Thursday, Pinnacle reported 99.4 percent of the votes representing 45.1 million shares favored the $2.8 billion transaction announced in December after nearly two months of speculation.

Penn National shareholders also approved the deal Thursday with 99 percent of the shares voted.

Pinnacle, which owns and operates 16 casinos in nine states and a racetrack in Texas, runs the Horseshu and Cactus Pete’s on the Nevada-Idaho border at Jackpot.

At the completion of the deal, Penn will operate 41 casinos in 20 states, including the Tropicana on the Strip and the M Resort in Henderson. The transaction will give Penn footholds in three states it previously hadn’t been in — Colorado, Louisiana and Iowa.

Under terms of the transaction, which is expected to close in the second half of 2018, Penn will acquire all outstanding common shares of the company for $20 a share and 0.42 shares of Penn common stock for every Pinnacle share.

The deal is contingent on routine state gaming and federal regulatory reviews. Gaming and lottery regulators in Pennsylvania and West Virginia already have signed off on the deal.

Federal Trade Commission investigators also are reviewing the proposal over concerns about whether the merger would violate antitrust laws.

As part of the merger agreement, Penn has approved divesting four Pinnacle properties — Ameristar Kansas City and Ameristar St. Charles in Missouri, and Belterra Park and Belterra Casino Resort in Ohio — by selling them for $575 million to Las Vegas-based Boyd Gaming Corp. at the close of the merger deal to satisfy antitrust concerns.

U.S. markets were closed on Friday in observance of Good Friday. On Thursday, Penn shares closed up 40 cents, 1.5 percent, to $26.26 a share on average volume. Pinnacle was up 17 cents, 0.6 percent, to $30.15 a share on volume slightly above average. Boyd Gaming was up 53 cents, 1.7 percent, to $31.86 a share on above-average volume.

Contact Richard N. Velotta at rvelotta@reviewjournal.com or 702-477-3893. Follow @RickVelotta on Twitter.

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