Casey’s urges shareholders not to respond to Couche-Tard offer

Ankeny, Iowa The board of directors of Casey’s General Stores has urged shareholders not to respond to a tender offer from Canadian convenience store giant Alimentation Couche-Tard.

In a statement, Casey’s said it would review the offer and would make a recommendation to shareholders within 10 days. (See related story).

“Casey’s also noted Couche-Tard’s announcement of its intention to nominate a slate of candidates to stand for election to Casey’s board of directors at the company’s 2010 annual meeting," the company said. "If and when Couche-Tard nominates directors, the board will evaluate the submission and candidates consistent with the company’s bylaws.”

Couche-Tard on Wednesday took its $36 per-share cash offer for Casey's General Stores directly to shareholders in a tender offer after Casey's rejected its bid in April.

Casey's said in April the bid undervalues the company.

The new bid is worth $1.87 billion in total, excluding about $29 million in Casey's debt. Couche-Tard also plans to nominate nine candidates for Casey's board of directors.

In a statement, Couche-Tard CEO Alain Bouchard said it was "unfortunate" that Casey's rejected the offer in April without any discussion or negotiation.

"We continue to believe that a combination of Casey's and Couche-Tard is compelling and would deliver superior value to our respective shareholders, employees, business partners and other constituencies," he added. “We are confident that the shareholders of Casey's will recognize the seriousness of our interest and send a strong message to the Casey's board that they should sit down with us immediately to negotiate a mutually acceptable transaction."

Couche-Tard is one of the largest convenience store operators in North America, operating about 5,700 outlets under the Couche-Tard, Mac's, Circle K, 7-jours, Dairy Mart, Daisy Mart, Beckers and Winks banners. The company is also the master franchise holder for Dunkin' Donuts quick-service restaurants in Quebec. It operates more than 3,500 stores across the United States.

Casey's operates about 1,500 stores.

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