Investigation Overview
An investigation on behalf of investors, who currently hold shares of Pinnacle Entertainment Inc (NASDAQ:PNK), was announced concerning whether the takeover of Pinnacle Entertainment Inc. by Penn National Gaming, Inc for a value of approximately $32.47 per share is unfair to NASDAQ:PNK stockholders.
The investigation by a law firm concerns whether certain officers and directors of Pinnacle Entertainment Inc breached their fiduciary duties owed to NASDAQ:PNK investors in connection with the proposed acquisition.
On December 18, 2017, Penn National Gaming, Inc.(NASDAQ:PENN) and Pinnacle Entertainment, Inc. (NASDAQ:PNK) announced that they have entered into an agreement under which Penn National Gaming, Inc will acquire Pinnacle Entertainment Inc in a cash and stock transaction valued at approximately $2.8 billion. Under the terms of the agreement, Pinnacle Entertainment Inc shareholders will receive $20.00 in cash and 0.42 shares of Penn National common stock for each Pinnacle Entertainment Inc share, which implies a total purchase price of $32.47 per Pinnacle share based on Penn National's closing price on December 15, 2017
However, given that at least one analyst has set the high target price for NASDAQ:PNK shares at $34.00 per share, the investigation concerns whether the offer is unfair to NASDAQ:PNK stockholders. More specifically, the investigation concerns whether the Pinnacle Entertainment Board of Directors undertook an adequate sales process, adequately shopped the company before entering into the transaction, maximized shareholder value by negotiating the best price, and acted in the shareholders' best interests in connection with the proposed sale.