Alimentation Couche-Tard Inc. has provided formal notice to Casey’s General Stores Inc. of its intention to nominate a slate of nine independent candidates for election to the Casey’s Board of Directors and present a proposal for shareholder action at Casey’s 2010 annual meeting of shareholders.
“Though it remains our strong preference to enter into a negotiated transaction with Casey’s, we are committed to pursuing a combination of our two companies. To reinforce that commitment, we are nominating a full slate of nine directors for election to the Casey’s Board who will exercise independent judgment in considering the Couche-Tard tender offer,” said Alain Bouchard, president and CEO of Couche-Tard. “We are confident that these nominees will serve in the best interests of Casey’s and its shareholders.”
Couche-Tard’s nominees are: (i) Howard W. Bates, who serves on several Boards of Directors and supports many charitable organizations; (ii) Jeffrey N. Brown, CEO of Home News Enterprises L.L.C.; (iii) Hugh L. Cooley, who retired from Shell Oil Products U.S. in July 2009; (iv) G. Terrence Coriden, Of-Counsel for Dugan & Voland, LLP and a founder of Coriden Law Office LLC; (v) Mickey Kim, chief operating officer of Kirr, Marbach & Company LLC; (vi) David O. Mann, co-founder and general partner of Spring Mill Venture Partners LLC; (vii) Kevin J. Martin, chief financial officer of Johnson Ventures Inc.; (viii) David B. McKinney, president and chief compliance officer for Reams Asset Management Company; and (ix) Marc E. Rothbart, chief financial officer and senior vice president of SIHO Insurance Services Inc.
Couche-Tard also intends to seek to repeal any new by-laws or amendments to Casey’s By-Laws adopted by Casey’s Board of Directors, without shareholder approval, after June 10, 2009 (which is the date of the last publicly disclosed amendment to Casey’s By-Laws) and prior to the adoption of this proposal by Casey’s shareholders.
On June 2, 2010, Couche-Tard commenced a tender offer, through an indirect wholly owned subsidiary, to acquire all of the outstanding shares of common stock of Casey’s for $36.00 per share in cash. The all-cash offer represents a 14% premium over the closing price of $31.59 per share of Casey’s on April 8, 2010, the last trading day prior to the public disclosure of Couche-Tard’s proposal, a 17% premium over the 90-calendar day average closing share price of Casey’s as of April 8, 2010, and a 24% premium over the one-year average closing share price of Casey’s as of April 8, 2010. The offer also implies a last 12 months (as of January 31, 2010) EBITDA multiple of 7.4x and a price of $1.3 million per store. The transaction has a total enterprise value of approximately $1.9 billion on a fully diluted basis, including net debt of Casey’s of approximately $29 million.
The tender offer is scheduled to expire at 12:00, midnight, New York City time, on Friday, July 9, 2010, unless extended.