Mergers & Acquisitions

Couche-Tard Nears Completion of Latest Major Acquisition

Receives approval to acquire 315 c-stores, truckstops, more, but deal includes divestments

LAVAL, Quebec -- Alimentation Couche-Tard Inc. has received approval from the European Commission for its previously announced deal to acquire A/S Dansk Shell's downstream retail business in Denmark, subject to divestment commitments.

Couche-Tard

In March 2015, Couche-Tard announced an agreement with A/S Dansk Shell to acquire its retail, commercial fuels and aviation businesses in Denmark. Shell's Danish retail business includes 315 sites, of which 225 are full-service gas stations, 75 are unmanned automated gas stations and 15 are truckstops. Of the 315 sites, 140 are owned by Shell, 115 are leased from third parties and 60 are dealer owned.

Couche-Tard has worked closely with the European Commission with the aim of obtaining approval for the transaction as compatible with Europe's internal market and with the European Economic Area Agreement.

Couche-Tard said it has received approval to retain 131 sites, of which 90 are owned and 41 are leased from third parties. Of these 131 sites, 74 are full-service gas stations, 49 are unmanned automated gas stations and eight are truckstops.

Subsequent to this transaction, Couche-Tard's network in Denmark would include a total of 286 company operated-stores, 153 company-owned and dealer operated and 44 dealer owned and dealer operated. Included are 211 unmanned automated sites.

Couche-Tard has proposed to divest a mix of both its current sites and Shell-branded gas stations, including the Shell/7-Eleven network and Shell's dealer-owned network. In addition, Couche-Tard has proposed to divest A/S Dansk Shell's commercial and aviation fuels businesses.

Couche-Tard, through its wholly owned indirect Danish subsidiary Statoil Fuel & Retail A/S, has signed an agreement for the sale of the divested assets with DCC Holding A/S, a subsidiary of DCC plc. Pending the customary regulatory approvals, the companies expect this transaction to close during the second half of fiscal 2017. Until approval and completion of this transaction, Couche-Tard and the divested businesses will continue to operate separately.

"Today is a great day for Couche-Tard in Denmark," said Jacob Schram, Couche-Tard's Group president for Europe. "The acquisition from Dansk Shell puts us in a strong position in the Danish market--a core market for Couche-Tard in Europe."

Hans-Olav Høidahl, SVP Scandinavia, Statoil Fuel & Retail says, "Shell operates an attractive network in Denmark. Combining our operations will give us the opportunity to create a winning unmanned offering and develop an unrivalled full-service and convenience offering in Denmark."

He added, "The divestment package allows us to concentrate on operations that are in line with our business model, extending our reach to additional, desirable areas of the market while reducing site overlap."

Couche-Tard said it expects to complete the acquisition in May 2016. It will be financed from Couche-Tard's available cash and existing credit facilities.

Laval, Quebec-based Couche-Tard is the largest independent convenience-store operator in terms of number of company-operated stores. In Europe, Couche-Tard is a leader in convenience-store and road transportation fuel retailing in the Scandinavian and Baltic countries with a significant presence in Poland.

As of January 2016, Couche-Tard's network included 7,979 convenience stores throughout North America, including 6,560 stores offering road transportation fuel. Its North American network consists of 15 business units, including 11 in the United States covering 41 states (primarily under the Circle K and The Pantry's Kangaroo Express brands) and four in Canada covering all 10 provinces (primarily under the Mac's and Couche-Tard brands).

In Europe, Couche-Tard operates a broad retail network across Scandinavia (Norway, Sweden and Denmark), Poland, the Baltics (Estonia, Latvia and Lithuania) and Russia. As of January 2016, it included 2,218 stores, the majority of which offer road transportation fuel and convenience-store products, while the others are unmanned automated fuel stations. Couche-Tard also offers other products, including stationary energy, marine fuel and chemicals. Couche-Tard operates key fuel terminals and fuel depots in six European countries.

Since its acquisition of Topaz Energy Group Ltd. in February 2016, Couche-Tard also operates a convenience-store and fuel retailing network the includes 444 gas stations in Ireland as well as a significant commercial fuels operation, with more than 30 depots and two terminals.

In addition, independent parties operate approximately 1,500 convenience stores under the Circle K banner in 13 other countries or regions worldwide (China, Costa Rica, Egypt, Guam, Honduras, Hong Kong, Indonesia, Macau, Malaysia, Mexico, the Philippines, the United Arab Emirates and Vietnam).

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