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Shareholders Show Dedication

Casey's voters reject both proposals in Couche-Tard hostile takeover effort
ANKENY, Iowa -- Heading into the shareholders' meeting for Casey's General Stores, attendees were unsure what to expectbut they felt they needed to be there.

"I figured this was one we should be at," said one longtime shareholder as he walked through the parking lot of Casey's headquarters in Ankeny, Iowa, greeting a couple of other shareholders as if they were old friends.

And perhaps they were. Several identified themselves as former Casey's franchisees. Most spoke proudly about Casey's as a local Iowa gem.

Such is the nature of "small-town" business, in [image-nocss] this case a venture worth about $2 billionbased on the bids to buy the company from Alimentation Couche-Tard Inc., Laval, Quebec, and 7- Eleven Inc., Dallas. With an operation that focuses on locations in small communities, Casey's exudes a small-town feel, despite its sizemore than 1,500 stores in nine states.

About 170 people attended the shareholders meeting, about triple a typical meeting's attendance. The crowd included three representatives of Couche-Tard, the Canadian company attempting a hostile takeover of theMidwestern chain.

Attendees grinned knowingly as president and CEO Robert Myers (pictured) noted in his opening comments that this year's meeting was "a bit different" in light of Couche-Tard's nomination of a second set of board of director candidates. Shareholders also were voting on Couche-Tard's proposed repeal of bylaw amendments made by the Casey's board without first consulting shareholders. Myers said that, in fact, no amendments had been made.

As reported in a Morgan Keegan/CSP Daily News Flash yesterday, both Couche-Tard proposals were soundly defeated. But not before Couche-Tard vice president and CFO Raymond Pare had a chance to state his company's case to the shareholders one more time.

"We strongly believe that selling the company is the most attractive benefit available to Casey's shareholders," he said. "Our plan is to keep most of the employees, keep the [headquarters] here...and keep the actual [Casey's] banner."

Pare said that Casey's leadership has "misinformed and misled" shareholders about who Couche-Tard is and about the quality of the Canada-based company. In outlining Couche-Tard's history and presence in the United States, he summed up by stating, "We are, in fact, almost a U.S. company," an apparent reference to statements by some suggesting a "foreign company" is not welcome.

Although final results of the voting will not be released for a few days, preliminary totals show Couche-Tard's director nominees received less than 10% of shares voted.(Shortly after the meeting, Casey's issued a statement that, based on a preliminary vote count provided by its proxy solicitor, "shareholders have reelected by a wide margin all eight of the company's incumbent directorsDiane C. Bridgewater, Johnny Danos, H. Lynn Horak, Kenneth H. Haynie, William C. Kimball, Jeffrey M. Lamberti, Robert J. Myers and Richard A. Wilkeyto Casey's board.")

Pare left the meeting prior to the vote-total announcements, but before leaving, he told CSP Daily News, the only convenience industry trade press in attendance, "Despite the vote, we know the shareholders support the process [of bidding for the company]."

He cited the high number of shares tendered in Casey's stock buyback recapitalization effort as evidence of this. "Shareholders were happy to see our interest to buy Casey's and to see our offer."

Shareholders in attendance at the meeting, however, seemed to disagree. "We've watched shareholder value increase over all these years," said shareholder and former Casey's franchisee Bob Garnett. "I don't see any reason we won't continue to see [that]."

Before leaving Casey's headquarters, however, Pare noted that Couche-Tard will continue its pursuit of Casey's General Stores.

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