Mergers & Acquisitions

Advisory Firms Recommend Vote for Pantry, Couche-Tard Deal

ISS, Glass Lewis favor transaction

CARY, N.C. -- The Pantry Inc. has announced that the two leading independent proxy advisory firms, Institutional Shareholder Services Inc. (ISS) and Glass Lewis & Co., have recommended that The Pantry stockholders vote in favor of the agreement and plan of merger with a U.S. subsidiary of Alimentation Couche-Tard Inc. at The Pantry's special meeting of stockholders scheduled for March 10, 2015.

Pantry Couche-Tard (CSP Daily News / Convenience Stores / Gas Stations)

"A vote for this transaction is warranted in light of the reasonable premium, the certainty of value inherent in the cash nature of the consideration and the board's rationale regarding the standalone challenges represented by the company's current debt profile, capital needs and increased sector competitiveness," ISS said in its Feb. 25, 2015, report.

In its Feb. 24, 2015, report, Glass Lewis concluded, "We believe shareholders should support the contemplated buyout."

The Pantry board of directors unanimously recommends that stockholders vote for the proposed merger with Couche-Tard and other matters to be considered at the special meeting on March 10, 2015, in Cary, N.C. The Pantry stockholders of record as of the close of business on Feb. 3, 2015, are entitled to vote at the special meeting either in person or by proxy.

The parties currently expect to complete the proposed merger promptly following approval by The Pantry stockholders, subject to the satisfaction of the other conditions set forth in the merger agreement, including necessary governmental and regulatory approvals.

In connection with the proposed transaction, The Pantry has filed a definitive proxy statement concerning the proposed transaction with the U.S. Securities & Exchange Commission (SEC).

Laval, Quebec-based Couche-Tard operates a network of more than 6,300 convenience stores throughout North America, including approximately 4,850 stores with fuel dispensing. Its North American network consists of 13 business units, including nine in the United States (under the Circle K brand) 40 states and four in Canada (under the Mac's and Couche-Tard brands) covering all 10 provinces.

Based in Cary, N.C., The Pantry operates more than 1,500 convenience stores in 13 states mostly branded Kangaroo Express.

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