Couche-Tard Responds To Casey’s Rejection

Alimentation Couche-Tard Inc. has responded to Casey’s General Stores Inc.’s rejection of its increased tender offer from $36 to $36.75 per share in cash, which was announced on July 22, 2010.

“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,” said Alain Bouchard, president and CEO of Couche-Tard.

The increased offer price by Couche-Tard 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 and 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 p.m., New York City time, on Friday, Aug. 6, 2010, unless further extended. Except for the price increase, all other terms and conditions of the tender offer remain unchanged.






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