Alimentation Couche-Tard Inc. today responded to the announcement by Casey’s General Stores Inc. that it had authorized discussions with a third party regarding a preliminary non-binding proposal to acquire Casey’s:
“We are pleased that Casey’s is now in ‘revlon’ mode given that the Casey’s Board of Directors has finally made the decision to put the Company up for sale. Couche-Tard looks forward to participating in Casey’s auction process,” Couche-Tard said in a written statement. “We are, however, surprised and suspicious of the timing of the announcement by Casey’s given that it comes only two weeks before the Annual Meeting of Shareholders of Casey’s and only days after the completion of its self-tender. We believe this is another maneuver orchestrated by the Casey’s Board to artificially inflate its stock price leading up to the shareholder vote.
“With the Annual Meeting rapidly approaching, Casey’s shareholders should ask themselves: Why did the Casey’s Board suddenly authorize discussions with a third party regarding only a preliminary, non-binding indication of interest after it has repeatedly refused to meet with or negotiate with Couche-Tard over an extended period of time regarding Couche-Tard’s firm, all-cash, fully-financed premium offer to acquire all of the outstanding shares of Casey’s?
“Given the recent actions by the Casey’s Board, including the apparent favoritism that Casey’s is showing a potential buyer (who has only expressed a preliminary, non-binding proposal), the ‘poison put’ implemented in its recent leveraged recapitalization plan, and the suspicious timing of today’s announcement only weeks before the Annual Meeting, we strongly believe that Casey’s shareholders deserve to be represented by independent directors who will act in the best interests of all Casey’s shareholders and conduct a fair auction of Casey’s. Couche-Tard’s independent director nominees, if elected to the Casey’s Board, are committed to fully considering any and all bona fide offers to acquire Casey’s, including Couche-Tard’s offer and any other premium proposal to acquire Casey’s.
Couche-Tard urged the shareholders to vote to elect its eight new, independent nominees to the Casey’s Board by signing, dating and returning the BLUE proxy card. If the shareholders of Casey’s have already returned or otherwise provided a white proxy card to Casey’s, they may revoke that proxy by voting by telephone or via the Internet or by signing, dating and mailing a later-dated BLUE proxy card in the postage-paid envelope provided with the letter. Only the latest-dated proxy or a vote in person at the annual meeting will be counted.