Couche-Tard Suggests That Casey’s Delay Annual Meeting

Alimentation Couche-Tard Inc. has sent a letter to the Board of Directors of Casey’s General Stores Inc. in response to the chain’s announcement that it has authorized discussions with 7-Eleven involving a possible acquisition after repeatedly rebuffing Couche-Tard’s offers for the company.

In the letter, the company expressed its dismay with Casey’s refusal to discuss Couche-Tard’s latest offer, and suggested that the annual meeting set for Sept. 23 be postponed by a few weeks.

“We are disappointed that, instead of engaging in discussions with us with respect to our all-cash, fully financed tender offer for Casey’s General Stores Inc., including our recently increased offer price of $38.50 per share, over the last five months, you have continually created obstacles that are designed not only to impede our offer, but to impede a sale of Casey’s to any party,” the letter said.  “On Sept. 7, 2010, with only two weeks remaining before the 2010 Annual Meeting of Shareholders of Casey’s and only days after completion of the self-tender by Casey’s, you announced that you have authorized discussions with a third-party to explore a transaction based solely on a preliminary proposal that was first communicated to you in a telephone call on Sept. 2, 2010. This appears to be an attempt to distract your shareholders, in the midst of a proxy contest, from considering our fully-financed offer.”

“Since you have begun the process of exploring a sale transaction involving Casey’s, we fully expect that you will afford us the same opportunity to participate in the process. Our senior management team and our legal and financial advisors have been and remain ready to meet with you and your representatives to negotiate a transaction that benefits your shareholders. We are prepared to proceed expeditiously.”

The letter noted that Casey’s shareholders would benefit if all interested bidders are granted equal access to the process and an opportunity to submit offers derived from that process. “In our case, our offer has been made public since April 2010, and we have increased our offer price to $38.50 per share. If we are granted access to a fair process and have the opportunity to conduct a confirmatory due diligence review of Casey’s, we would be willing to consider further increasing our offer. Should Casey’s decline to conduct a fair process, your shareholders would be deprived of additional value that we may have been willing to offer.”

Couche-Tard suggested that Casey’s delay the Annual Meeting, currently scheduled for Sept. 23, 2010, for 2-3 weeks so that it can complete a “full and fair sale process and report the results of such process to your shareholders prior to the Annual Meeting.” It added,  “In this manner, your shareholders, the true owners of Casey’s, will have the opportunity to decide the future of Casey’s for themselves with the benefit of complete information.”


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