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Las Vegas-based Pinnacle, a regional casino operator, said it would fund the $45 million acquisition through available cash.
Pinnacle Chief Executive Officer Anthony Sanfilippo said the deal could allow the company to open a casino with video lottery terminals at the racetrack if Ohio clears the use of more than 17,000 slot machines at the state's horse-racing facilities.
"We plan to move quickly to invest in and revitalize River Downs to develop a new gaming, racing and entertainment destination facility for the Cincinnati market." Sanfilippo said.
Penn National Gaming shares fell 34 cents, or 0.97 percent, Thursday to close at $34.76 on the Nasdaq Global Select Market.
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