LAVAL, Quebec -- Alimentation Couche-Tard Inc. has, through its wholly owned subsidiary Couche-Tard Norway AS, become owner of 243,593,717 shares, equal to 81.20% of the issued and outstanding shares, in Statoil Fuel & Retail ASA, and thereby has triggered a mandatory offer obligation for all the issued and outstanding shares in SFR as provided by the Norwegian Securities Trading Act.
Those shares are the shares tendered up to and including June 12, 2012, under Couche-Tard Norway AS' voluntary offer for all the issued and outstanding shares in SFR.
The acceptance period for the voluntary offer expires on June 20 and settlement for shares tendered under the voluntary offer in the period from June 13 through June 20 will occur on June 26.
Should the acceptance level reach 90% under the voluntary offer expiring on June 20, Couche-Tard Norway AS will as soon as possible (at the latest on July 24) and as provided for in the Norwegian Securities Trading Act, initiate a compulsory acquisition (squeeze-out) of any shares not tendered or held by Couche-Tard Norway AS without presenting a mandatory offer. The notice period for the compulsory acquisition will be two months from Couche-Tard Norway AS has made public its notification initiating the process, and settlement will be made promptly after expiration of the two-month period. The offer price in the compulsory acquisition will equal the offer price in the voluntary offer of 51.20 Norwegian Krone ($8.93 U.S.).
Should the said 90% threshold not be reached before the expiration of the voluntary offer, Couche-Tard Norway AS will as soon as possible and at the latest within four weeks from June 19 present a mandatory offer for all the issued and outstanding shares in SFR not already having been acquired by Couche-Tard. The mandatory offer will have an acceptance period of four weeks and the offer price in the mandatory offer will equal the offer price in the voluntary offer of NOK 51.20, the latter representing Couche-Tard's best and final offer.
The $2.7 billion bid was announced on April 18. The all-cash offer for all the issued and outstanding shares of Statoil is for 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).
(Click here for previous CSP Daily News coverage of the deal.)
As of January 29, 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).
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