Couche-Tard Reacts To Casey’s Lawsuit

Alimentation Couche-Tard Inc. has responded to the lawsuit filed by Casey’s General Stores Inc. in connection with Couche-Tard’s tender offer to acquire Casey’s for $36.00 per share in cash.

“We believe this lawsuit is entirely without merit and we will vigorously defend against these baseless claims. We are disappointed that the Casey’s Board of Directors has chosen to proceed down this path, which we believe is designed to distract Casey’s shareholders from focusing on the real issue-our all cash, premium bid for Casey’s. We believe our offer price represents full and fair value for Casey’s. Our tender offer was commenced to allow the Casey’s shareholders to decide if they wish to accept an immediate premium in cash, and thereby avoid any uncertainty with respect to the future stock performance of Casey’s, a decision that the Casey’s Board seeks to deny its shareholders. We are committed to making this combination a reality as evidenced by the commencement of our tender offer and nomination of a slate of directors for election to the Casey’s Board of Directors,” according to a statement by Couche-Tard.

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 (including the associated preferred stock purchase rights) 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 Jan. 31, 2010) EBITDA multiple of 7.4x and a price of $1.3 million per store, which compares favorably to corresponding metrics of publicly-traded companies and precedent transactions in the convenience store industry, according to Couche-Tard.  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.

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