Another Casey's Voice

Shareholder files suit against company for "neglecting" stockholders over Couche-Tard bid Jul. 01, 2010

MOUNT PLEASANT, Iowa -- The lawyer for a Mount Pleasant, Iowa, veterinarian said Casey's General Stores Inc. is neglecting company stockholders by failing to complete "an appropriate evaluation of all alternatives" as the convenience store chain seeks to block a hostile takeover attempt by Alimentation Couche-Tard Inc., reported The Des Moines Register. West Des Moines, Iowa, attorney J. Barton Goplerud filed suit against Casey's on Tuesday on behalf of Richard Howie and all other similarly situated Casey's shareholders.

The would-be class-action suit asks a Polk [image-nocss] County judge to block "any material transactions or changes to Casey's business and assets unless and until a proper process is conducted to evaluate Casey's strategic alternatives under the supervision of the court," said the report.

Bill Walljasper, chief financial officer for Ankeny, Iowa-based Casey's, declined to comment to the newspaper.

Documents in the case allege that Casey's chief executive officer and board members have breached their fiduciary duty to shareholders by refusing to negotiate with Laval, Quebec-based Couche-Tard, the report said.

Casey's leaders contend the $36-per-share, $1.9-billion offer made public April 9 is too low.

"A fully negotiated transaction will likely deliver higher value for Casey's stockholders than a hostile acquisition," according to the lawsuit cited by the Register. "The board is obligated to negotiate and explore Couche-Tard's offer in order to define what course is in the best interests of Casey's public stockholders."

The lawsuit comes a day after ClearBridge Advisors, a longtime Casey's shareholder, sent a letter urging Casey's to negotiate with Couche-Tard.

ClearBridge's letter read, "We urge the management and the board of directors of Casey's to engage in a formal negotiation with the management team of Alimentation Couche-Tard with respect to their $36 cash offer to acquire 100% of the outstanding shares of Casey's. Anything less gives the impression that independence, not the maximization of shareholder value, is the board's highest priority... The board's intransigence discourages a higher offer and could result in shareholder wealth destruction should the Couche-Tard tender offer be withdrawn or not accepted by shareholders."

(Click here for previous coverage of the ClearBridge letter. Andclick here for previous CSP Daily News coverage of the entire Casey's/Couche-Tard saga.)

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