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Attention Business/Financial Editors
Alimentation Couche-Tard responds to Casey's General Stores' rejection of increased $36.75 all-cash tender offer
ATD.A, ATD.B / TSX
LAVAL, QC, July 28 /CNW Telbec/ - Alimentation Couche-Tard Inc.
("Couche-Tard") today responded to the announcement by Casey's General Stores,
Inc. ("Casey's") (NASDAQ: CASY) that its Board of Directors has rejected
Couche-Tard's increased tender offer of $36.75 per share in cash that was
announced on July 22, 2010.
Alain Bouchard, President and Chief Executive Officer of Couche-Tard
commented, "We are disappointed that the Casey's Board of Directors has
rejected our increased $36.75 cash offer and has initiated a recapitalization
for only 25% of the shares without even sitting down to talk to us. We will
continue to evaluate our options."
As previously announced, on July 22, 2010, Couche-Tard increased the
offer price in its pending tender offer, being made through an indirect wholly
owned subsidiary, to acquire all of the outstanding shares of common stock of
Casey's to $36.75 per share in cash. The increased offer price implies a total
enterprise value of approximately $1.9 billion on a fully diluted basis,
including net debt of Casey's of approximately $28 million.
Couche-Tard's increased all-cash offer represents a 26% premium over the
one-year average closing share price of Casey's as of April 8, 2010 (the last
trading day prior to the public disclosure of Couche-Tard's proposal), a 20%
premium over the 90-calendar day average closing share price of Casey's as of
April 8, 2010, and a 16% premium over the closing price of $31.59 per share of
Casey's on April 8, 2010. Couche-Tard's increased offer also represents a 12%
premium to the all-time and 52-week high trading price of common stock of
Casey's trading prior to April 8, 2010. By contrast, Couche-Tard noted that
the mean for all unsolicited cash offers over $1 billion since 1997 represents
a 31% discount to the target companies' respective all-time highs and a 6%
discount to their respective 52-week highs.
Couche-Tard's tender offer is scheduled to expire at 5:00 p.m., New York
City time, on Friday, August 6, 2010, unless further extended. Except for the
price increase, all other terms and conditions of the tender offer remain
unchanged.
The tender offer documents, including the Offer to Purchase and the
Letter of Transmittal, and preliminary proxy materials have been filed with
the SEC. The shareholders of Casey's may obtain copies of the tender offer
documents at www.sec.gov. Free copies of such documents can also be obtained
by calling Innisfree M&A Incorporated, toll-free at (877) 717-3930.
Credit Suisse Securities (USA) LLC is acting as financial advisor to
Couche-Tard and dealer manager for Couche-Tard's offer. Dewey & LeBoeuf LLP
and Nyemaster, Goode, West, Hansell & O'Brien, P.C. are acting as legal
counsel. Innisfree M&A Incorporated is acting as information agent for
Couche-Tard's offer and proxy solicitor in connection with Couche-Tard's
solicitation of proxies at the 2010 annual meeting of shareholders of Casey's.
About Alimentation Couche-Tard Inc.
Alimentation Couche-Tard Inc. is the leader in the Canadian convenience
store industry. In North America, Couche-Tard is the largest independent
convenience store operator (whether integrated with a petroleum company or
not) in terms of number of company-operated stores. Couche-Tard operates a
network of 5,878 convenience stores, 4,146 of which include motor fuel
dispensing, located in 11 large geographic markets, including eight in the
United States covering 43 states and the District of Columbia, and three in
Canada covering all ten provinces. More than 53,000 people are employed
throughout Couche-Tard's retail convenience network and service centers. For
more information, please visit: http://www.couche-tard.com/corporate.
Forward-looking Statements
The statements set forth in this communication, which describes
Couche-Tard's objectives, projections, estimates, expectations or forecasts,
may constitute forward-looking statements. Positive or negative verbs such as
"plan", "evaluate", "estimate", "believe" and other related expressions are
used to identify such statements. Couche-Tard would like to point out that, by
their very nature, forward-looking statements involve risks and uncertainties
such that its results, or the measures it adopts, could differ materially from
those indicated or underlying these statements, or could have an impact on the
degree of realization of a particular projection. Major factors that may lead
to a material difference between Couche-Tard's actual results and the
projections or expectations set forth in the forward-looking statements
include the possibility that Couche-Tard will not be able to complete the
tender offer as expected; Couche-Tard's ability to achieve the synergies and
value creation contemplated by the proposed transaction; Couche-Tard's ability
to promptly and effectively integrate the businesses of Casey's; expected
trends and projections with respect to particular products, services,
reportable segment and income and expense line items; the adequacy of
Couche-Tard's liquidity and capital resources and expectations regarding
Couche-Tard's financial condition and liquidity as well as future cash flows
and earnings; anticipated capital expenditures; the successful execution of
growth strategies and the anticipated growth and expansion of Couche-Tard's
business; Couche-Tard's intent, beliefs or current expectations, primarily
with respect to future operating performance; expectations regarding sales
growth, gross margins, capital expenditures and effective tax rates;
expectations regarding the outcome of various pending legal proceedings;
seasonality and natural disasters; and such other risks as described in detail
from time to time in the reports filed by Couche-Tard with securities
authorities in Canada and the United States. Unless otherwise required by
applicable securities laws, Couche-Tard disclaims any intention or obligation
to update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise. The forward-looking information in
this communication is based on information available as of the date of the
communication.
Important Additional Information
This communication does not constitute an offer to buy or solicitation of
an offer to sell any securities. The tender offer (the "Tender Offer") is
being made pursuant to a tender offer statement on Schedule TO (including the
Offer to Purchase, Letter of Transmittal and other related tender offer
materials) filed by Couche-Tard and ACT Acquisition Sub, Inc. ("ACT
Acquisition Sub") with the SEC on June 2, 2010. These materials, as they may
be amended from time to time, contain important information, including the
terms and conditions of the Tender Offer, that should be read carefully before
any decision is made with respect to the Tender Offer. Investors and security
holders of Casey's can obtain free copies of these documents and other
documents filed with the SEC by Couche-Tard through the web site maintained by
the SEC at http://www.sec.gov or by directing a request to the Corporate
Secretary of Alimentation Couche-Tard Inc., 4204 Industriel Blvd., Laval,
Québec, Canada H7L 0E3. Free copies of any such documents can also be obtained
by directing a request to Couche-Tard's information agent, Innisfree M&A
Incorporated, at (877) 717-3930.
In connection with the proposed transaction, Couche-Tard and ACT
Acquisition Sub intend to file a preliminary proxy statement with the SEC. Any
definitive proxy statement will be mailed to the shareholders of Casey's.
Investors and security holders of Casey's are urged to read these and other
documents filed with the SEC carefully in their entirety when they become
available because they will contain important information. Investors and
security holders of Casey's will be able to obtain free copies of these
documents (if and when available) and other documents filed with the SEC by
Couche-Tard through the web site maintained by the SEC at http://www.sec.gov
or by directing a request to the Corporate Secretary of Alimentation
Couche-Tard Inc., 4204 Industriel Blvd., Laval, Québec, Canada H7L 0E3. Free
copies of any such documents (when available) can also be obtained by
directing a request to Couche-Tard's information agent, Innisfree M&A
Incorporated, at (877) 717-3930.
Certain Information Regarding Participants
Couche-Tard and ACT Acquisition Sub, its indirect wholly owned
subsidiary, and certain of their respective directors and executive officers,
and Couche-Tard's nominees for election to the board of directors of Casey's
at the 2010 annual meeting of shareholders of Casey's, may be deemed to be
participants in the proposed transaction under the rules of the SEC. As of the
date of this press release, Couche-Tard is the beneficial owner of 362 shares
of common stock of Casey's (which includes 100 shares of common stock of
Casey's owned by ACT Acquisition Sub). Security holders may obtain information
regarding the names, affiliations and interests of Couche-Tard's directors and
executive officers in Couche-Tard's Annual Report on Form 40-F for the fiscal
year ended April 25, 2010, which was filed with the SEC on July 19, 2010, and
its proxy circular for the 2010 annual general meeting, which was furnished to
the SEC on a Form 6-K on July 19, 2010. These documents can be obtained free
of charge from the sources indicated above. Additional information regarding
the interests of these participants in the proxy solicitation and a
description of their direct and indirect interests, by security holdings or
otherwise, will also be included in any proxy statement and other relevant
materials to be filed with the SEC if and when they become available.
-30-
/For further information: Raymond Paré, Vice-President and Chief
Financial Officer, Tel: (450) 662-6632 ext. 4607,
investor.relations@couche-tard.com; Joele Frank, Wilkinson Brimmer Katcher:
Matthew Sherman, Eric Brielmann, Eric Bonach, Tel: (212) 355-4449; Innisfree
M&A Incorporated: Alan Miller, Jennifer Shotwell, Scott Winter, Tel: (212)
750-5833/
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