The move comes one week after Laval, Quebec-based Alimentation Couche-Tard went public with the company's unsolicited $1.95 billion bid to buy Casey's, which received an immediate rejection from the Ankeny, Iowa-based retailer. And Couche-Tard was quick to respond.
(Click here to view ongoing CSP Daily News coverage of the takeover attempt and rejection.)
A shareholder rights agreement, filed with federal regulators late Friday afternoon, kicks in as soon as any one shareholder obtains 15% of the company. Once triggered, the deal, among other things, gives all Casey's shareholders except the "acquiring person" the right to purchase new stock at one-half the market price.
Click hereto view the 8K form filed by Casey's with the Securities & Exchange Commission (SEC).
A Couche-Tard spokesperson responded late Friday by calling for talks. "Our senior management team and legal and financial advisers remain ready to meet with Casey's and its representatives at their earliest convenience to discuss our proposal in detail," the company said in a statement to the media received by CSP Daily News. "A meeting would be more productive than putting roadblocks, like a poison pill, in the path of our compelling proposal."
As of Friday, BlackRock Institutional Trust Co. was the company's largest single investor, said the newspaper, holding roughly 7.1%.
Bill Walljasper, Casey's chief financial officer, called the move "a very customary step in a hostile takeover," one that will create "a dilutive factor" and make a deal more expensive for any would-be purchaser, he told the paper.
Couche-Tard last week offered $36 per share for Casey's stock and threatened to spark a fight for control of Casey's board unless company leaders began negotiations for a takeover.
"What this basically does is it prevents Couche-Tard from making any kind of a tender offer for Casey's shares," J. Justin Akin, senior equity analyst with River Road Asset Management in Louisville, Ky., told the Register. "It forces them to deal with Casey's board rather than Casey's shareholders."
The tactic generally is "pretty effective," Akin added. But it also risks upsetting Casey's shareholders, who now will wonder whether company management is more interested in shareholder value or protecting its own positions, the report said.
"Casey's management does have a lot of credibility, but this is going to raise a lot of eyebrows," Akin said.
Casey's stock closed Friday, before the company's announcement, at $39.42 per share.
Couche-Tard, which operates 5,883 stores in the United States and Canada, generated revenues of $15.8 billion in 2009. Casey's took in $4.8 billion from approximately 1,500 stores in nine Midwestern states.
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