LAVAL, Quebec -- North American convenience store retailer Alimentation Couche-Tard Inc. is waiving all conditions tied to its offer for Norwegian Statoil Fuel & Retail ASA's retail operations, a move that signals it will move ahead with the takeover at the current bid price despite the reluctance of a number of investors to tender their shares, reported The Financial Post. It is also extending the acceptance period again.
In a press statement, Couche-Tard said that it is waiving all the conditions under its offer, including but not limited to the 90% acceptance level as indicated in the April 19, 2012, offer document to acquire all the issued and outstanding shares of Statoil Fuel & Retail ASA 51.20 Norwegian Krone ($8.93 U.S.) per share in cash (53.00 Krone [$9.22 U.S.] before dividend of 1.80 Krone paid to shareholders on May 9, 2012).
Any acceptances having been given under the offer are now unconditional.
"This is Couche-Tard's final offer," it said.
To allow shareholders to tender in light of the waived conditions on the offer and in line with regulatory compliance, Couche-Tard is extending the acceptance period, which will now expire on June 20, 2012.
This represents the third extension. There will not be any further extensions to the acceptance period, said the company.
Nothing prevents a buyer from closing a transaction even if that level has not been attained provided its is willing to live with the restrictions tied to rights of the minority investors, Couche-Tard chief financial officer Raymond Pare told the Post last week.
"We could close under that threshold if we decide we are comfortable with that position," he said. "It's part of the options we have."
In the end, Couche-Tard might then be left in control of Statoil, but with a sizeable minority shareholder base, said the report, adding that could be problematic if the minority decides it is unhappy for whatever reason. It also limits the full and additional value it was hoping to win itself by adding Statoil's nearly $500-million of annual EBITDA to its earnings.
Buying Statoil is a pivotal deal for Couche-Tard, giving it a significant footprint in Europe by adding 2,300 convenience and fuel stations across Scandinavia, Poland and Russia that would serve as a base for further expansion. The takeover has the backing of Statoil's board and management.
To Couche-Tard's knowledge, no third party has demonstrated interest in acquiring Statoil, in whole or in part, and no third party has provided the board of Statoil with any alternative proposal to Couche-Tard's offer;
Three independent financial advisors have reached favorable conclusions relative to the fairness of Couche-Tard's offer.
"We remain firmly convinced that our offer provides full and fair value for Statoil Fuel & Retail and believe that its shareholders will ultimately recognize that by tendering their shares prior to the June 20 deadline," indicated Couche-Tard's president and CEO, Alain Bouchard.
As of Jan. 29, 2012, Laval, Quebec-based Couche-Tard had a network of 5,817 convenience stores, 4,225 of which include motor fuel dispensing. It supplies motor fuel to 338 sites operated by independent operators. Couche-Tard's network consists of 13 business units, including nine in the United States covering 42 states and the District of Columbia (primarily under the Circle K flag), and four in Canada covering all 10 provinces (primarily under the Mac's and Couche-Tard flags).
(Click here for previous CSP Daily News coverage of the deal.)
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