As reported yesterday in a Morgan Keegan/CSP Daily News Flash, Couche-Tard announced yesterday that the previous tender offer by its indirect wholly owned subsidiary to acquire all of the outstanding shares of common stock of Casey's for $36.75 per [image-nocss] share in cash has been extended and will now expire at 5:00 p.m., New York City time, on August 30, 2010, unless the offer is further extended. The offer had been scheduled to expire at 5:00 p.m., New York City time, on August 6, 2010.
As of 5:00 p.m., New York City time, on July 30, 2010, 6,112,533 shares of common stock of Casey's, representing approximately 12% of the outstanding shares of Casey's, were tendered and not withdrawn pursuant to the offer, the company said.
The tender offer documents, including the offer to purchase and the letter of transmittal and preliminary proxy materials have been filed with the Securities & Exchange Commission (SEC).
Casey's responded, "The lowand decliningnumber of shares tendered clearly demonstrates that Casey's shareholders do not support Couche-Tard's inadequate, highly conditional $36.75 per share offer. We believe that our shareholders recognize the superior value we are creating through our continuing strong performance, strategic growth initiatives and highly accretive recapitalization plan."
It noted that the number of shares tendered into Couche-Tard's offer has declined to 12% of Casey's issued and outstanding shares from approximately 19.2% on July 12, 2010, notwithstanding Couche-Tard's "slight" increase of its offer from $36 to $36.75 per share on July 22, 2010.
Credit Suisse Securities (USA) LLC is acting as financial advisor to Couche-Tard and dealer manager for Couche-Tard's offer. Dewey & LeBoeuf LLP and Nyemaster, Goode, West, Hansell & O'Brien, P.C. are acting as legal counsel. Innisfree M&A Incorporated is acting as information agent for Couche-Tard's offer and proxy solicitor in connection with Couche-Tard's solicitation of proxies at the 2010 annual meeting of shareholders of Casey's.
Goldman, Sachs & Co. is acting as financial advisor to Casey's, and Cravath, Swaine & Moore LLP and Ahlers & Cooney PC are providing legal advice.
Laval, Quebec-based Couche-Tard operates a network of 5,883 convenience stores located in 11 large geographic markets, including eight in the United States covering 43 states and the District of Columbia, and three in Canada covering all 10 provinces.
Casey's General Stores, based in Ankeny, Iowa, has 1,531 corporate stores in nine states.
(Click here for previous CSP Daily News coverage of the Casey's/Couche-Tard saga.)
Members help make our journalism possible. Become a CSP member today and unlock exclusive benefits, including unlimited access to all of our content. Sign up here.