Last week, Casey's reached [image-nocss] out to its shareholders with a letter directly urging them to reject Couche-Tard's 'inadequate" offer and to re-elect the current board.
(Click here for previous CSP Daily News coverage of the Casey's/Couche-Tard saga.)
In the Casey's letter, president and CEO Robert J. Myers said, "We urge you to discard any blue proxy cards you receive from Couche-Tard and vote the enclosed white proxy card today."The company reiterated that request on its just-launchedSupportCaseys.com website: "Vote the WHITE Proxy Card Today. We urge shareholders to vote the WHITE card 'FOR' the Casey's Board of Directors." (Click here to view the proxy card.)
As reported in a Morgan Keegan/CSP Daily News Flash yesterday, Alain Bouchard, president and CEO of Couche-Tard, said in the letter, "We are confident our candidates for the Casey's board will bring independent oversight and exercise independent judgment in considering our all-cash offer. Without our offer, and especially given the impediments placed by Casey's in the path of any change of control transaction, we firmly believe that the shareholders of Casey's should expect that opportunities to realize a significant premium for their shares of common stock of Casey's will be nonexistent in the near future."
The letter said, "While it remains our desire to negotiate a mutually acceptable transaction with the Casey's board, their refusal to engage in any dialogue with us has left us with no choice but to take our offer directly to Casey's shareholders, and to submit an alternate slate of director candidates to serve on the Casey's board who we believe will better represent the interests of all Casey's shareholders. The Casey's shareholders, the real owners of Casey's, now have the opportunity to send a strong message to the Casey's board that it should stop wasting your money on unnecessary and expensive defensive measures and begin negotiating a mutually acceptable transaction with Couche-Tard so that all of you, as shareholders of Casey's, can realize full and immediate value for your shares."
It added, "We urge the Casey's shareholders to send a clear and strong message to their board that the Casey's shareholders want directors who will act in their best interests by voting for our highly qualified candidates at the Casey's annual meeting."
The letter continued, "It is important that the shareholders of Casey's, as the real owners of the company, decide for themselves the merits of Couche-Tard's all-cash premium offer without obstruction or obfuscation by the Casey's board," said the letter.
It urges: "Please vote TODAY by telephone, by Internet or by signing, dating and returning the enclosed BLUE proxy card."
Click hereto read the full text of Couche-Tard's letter, laying out the company's complete, detailed rationale for its offer.
Meanwhile, Casey's has filed an investor presentation with the U.S. Securities & Exchange Commission (SEC) that offers "data that demonstrates Casey's consistent outperformance, the positive impact of the recapitalization and details of its decision to reject Couche-Tard's offer," the company said in an email.
Click hereto view Casey's investor presentation, which lays out its complete, detailed performance-based rationale for its resistance to Couche-Tard's offer.
Laval, Quebec-based Couche-Tard operates a network of 5,878 c-stores4,146 of which include motor fuels dispensinglocated in 11 large geographic markets, including eight in the United States (operating primarily under the Circle K name) covering 43 states and the District of Columbia, and three in Canada (operating primarily under the Mac's and Couche-Tard names) covering all 10 provinces.
Casey's and its wholly owned subsidiaries operate c-stores under the name Casey's General Store, HandiMart and Just Diesel in nine Midwestern states, primarily Iowa, Missouri and Illinois. The stores carry a broad selection of food (including freshly prepared foods such as pizza, donuts and sandwiches), beverages, tobacco products, health and beauty aids, automotive products and other nonfood items. In addition, all of its stores offer gasoline.
Casey's has 1,531 stores as of June 30, 2010. Approximately 61% of all the stores are located in areas with populations of fewer than 5,000 persons, while approximately 14% of our stores are located in communities with populations exceeding 20,000 persons. It said that it seeks to meet the needs of residents of smaller towns by combining features of both general store and c-store operations. Smaller communities often are not served by national-chain c-stores, it added.
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