PNG Merger Sub Announces Extension to Its Expiration Date in Tender Offers for the Notes of Penn National Gaming, Inc.



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June 30, 2008 8:45 AM EDT

NEW YORK, June 30 /PRNewswire/ -- PNG Merger Sub Inc. (the "Purchaser"), a wholly owned subsidiary of PNG Acquisition Company Inc. ("Parent"), announced today that it has extended the expiration date (the "Expiration Date") of its previously announced cash tender offer and consent solicitation for any and all of the $200,000,000 aggregate principal amount of 6-7/8% Senior Subordinated Notes due 2011 of Penn National Gaming, Inc. ("Penn") (CUSIP No. 707569AH2) (the "2011 Notes") and any and all of the $250,000,000 aggregate principal amount of 6-3/4% Senior Subordinated Notes due 2015 of Penn (CUSIP No. 707569AL3) (the "2015 Notes" and collectively with the 2011 Notes, the "Notes") (such tender offers and consent solicitations together, the "Offers"). The Expiration Date has been extended from 5:00 p.m. New York City time, on June 27, 2008 to 5:00 p.m. New York City time, on July 7, 2008, unless further extended. Holders who have previously tendered Notes do not need to re-tender their Notes or take any other action in response to these extensions.

The Offers are being conducted in connection with the previously announced Agreement and Plan of Merger, dated as of June 15, 2007, by and among Penn, Purchaser, and Parent (the "Merger Agreement"), which provides, among other things, for Purchaser to be merged with and into Penn, as a result of which Penn would continue as the surviving corporation and would become a wholly owned subsidiary of Parent. Parent is indirectly owned by certain funds managed by affiliates of Fortress Investment Group LLC and Centerbridge Partners, L.P.

As of 5:00 p.m. New York City time on June 27, 2008, tenders and consents had been received from holders of $199.960 million (99.98%) in aggregate principal amount of the 2011 Notes and tenders and consents had been received from holders of $249.608 million (99.84%) in aggregate principal amount of the 2015 Notes. Purchaser previously announced on May 22, 2008 that it had received, pursuant to the Offers, the requisite consents needed to adopt the proposed amendments to the indentures governing the Notes.

Except as stated above, all other terms and conditions of the Offers remain unchanged.

The Purchaser's obligation to accept for purchase, and to pay for, Notes validly tendered pursuant to each of the Offers is subject to the satisfaction or waiver (if permitted by the terms of the Offers) of certain conditions including: (1) the consummation of the merger of Purchaser with and into Penn, (2) the consummation of certain other financing transactions, and (3) certain other customary conditions. There can be no assurances that these conditions will be satisfied and, as stated in the Offers to Purchase, Purchaser reserves the right, in its sole discretion, to extend, delay, amend or terminate the Offers.

The complete terms and conditions of the Offers are described in the Offers to Purchase, copies of which may be obtained by contacting Global Bondholder Services Corporation, the information agent for the Offers, at (212) 430-3774 (collect) or (866) 807-2200 (U.S. toll-free). Deutsche Bank Securities Inc. and Wachovia Securities are the dealer managers and solicitation agents for the Offers. Additional information concerning the Offers may be obtained by contacting Deutsche Bank Securities Inc., at (212) 250-7772 (collect) or Wachovia Securities at (704) 715-8341 (collect) or (866) 309-6316 (U.S. toll-free).

Important Notice and Forward-Looking Statements:

This press release is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents with respect to any securities. The Offers are being made solely pursuant to the Offers to Purchase and related Letters of Transmittal.

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may vary materially from expectations. Penn describes certain of these risks and uncertainties in its filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2007. Meaningful factors which could cause actual results to differ from expectations described in this press release include, but are not limited to, the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; the outcome of any legal proceedings that may be instituted against Parent, Purchaser and/or Penn related to the Merger Agreement; the inability to complete the transactions contemplated by the Merger Agreement due to the failure to satisfy other conditions to completion of the merger, including the receipt of all regulatory approvals related to the merger; risks that the proposed transaction disrupts Penn's current plans and operations and the potential difficulties in key employee retention as a result of the transaction; the effects of local and national economic, credit and capital market conditions on the economy in general, and on the gaming and lodging industries in particular; construction factors, including delays, increased costs for labor and materials, Parent and Purchaser's access to available and reasonable financing on a timely basis; changes in laws, including increased tax rates, regulations or accounting standards, third-party relations and approvals, and decisions of courts, regulators and governmental bodies; litigation outcomes and judicial actions, including gaming legislative action, referenda and taxation. Furthermore, neither Parent, Purchaser, nor Penn intends to update publicly any forward-looking statements except as required by law. The cautionary advice in this paragraph is permitted by the Private Securities Litigation Reform Act of 1995.

SOURCE PNG Merger Sub Inc.

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