Myers was writing on behalf of the Casey's board of directors [image-nocss] in response to a letter from Couche-Tard accusing the board of attempting to "distract" shareholders from considering its fully financed offer, suggesting that the company might raise its bid and asking Casey's to postpone its annual shareholder meeting. He told Bouchard, "[The] board was surprised that you went public with the letter less than 24 hours after our September 9 phone conversation before allowing me the opportunity to respond to your demand that Couche-Tard be afforded an opportunity for discussions with Casey's, as I indicated I would."
He added that Couche-Tard has "not provided sufficient information about the proposed financing for your offer for anyone to determine the likelihood that you will be able to fund the purchase of Casey's shares."
But Myers also said, " Casey's board takes its fiduciary duties very seriously and will continue to thoroughly evaluate any proposal that Casey's receives. We are, of course, willing to extend to an interested party the opportunity for discussions regarding a potential consensual transaction, provided that the starting point for such discussions is acceptable. The Casey's board has authorized me to respond to your September 10 letter to confirm its belief that your inadequate and highly conditional $38.50 per share offer does not serve as a basis for discussion."
As to the claims of Casey's trying to distract shareholders from accepting Couche-Tard's offer, Myers said, "The seven independent directors and I are also disappointed to see that Couche-Tard is increasingly utilizing misrepresentations and mischaracterizations in its public statements and in its tender offer and proxy solicitation materials. Couche-Tard's latest press releases, which question the integrity of Casey's board and the legitimacy and timing of Casey's disclosure of the unsolicited preliminary proposal that we first received from 7-Eleven Inc. on September 2, are entirely unfounded and absurd."
Dallas-based 7-Eleven has made a bid of $40 per share to acquire Casey's.
Myers's letter, meanwhileas reported in a Morgan Keegan/CSP Daily News Flash yesterdayalso said that despite Couche-Tard's suggestion for a delay, Casey's plans "to proceed with holding [its] annual meeting on September 23, 2010."
Click hereto read the full letter.
Ankeny, Iowa-based Casey's has approximately 1,540 convenience stores. The company and its wholly owned subsidiaries operate stores under the name Casey's General Store, HandiMart and Just Diesel in nine Midwestern states, primarily Iowa, Missouri and Illinois. The stores carry a broad selection of food (including freshly prepared foods such as pizza, donuts and sandwiches), beverages, tobacco products, health and beauty aids, automotive products and other nonfood items. In addition, all of its stores offer gasoline.
Laval, Quebec-based Couche-Tard operates a network of approximately 5,890 c-stores, more than 4,140 of which include motor fuels dispensinglocated in 11 large geographic markets, including eight in the United States (operating primarily under the Circle K name) covering 43 states and the District of Columbia, and three in Canada (operating primarily under the Mac's and Couche-Tard names) covering all 10 provinces.
(Click here for previous CSP Daily News coverage of Casey's and Couche-Tard.)
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