LAVAL, Quebec -- Alimentation Couche-Tard Inc. said that 77.71% of Norwegian gasoline/convenience retailer Statoil Fuel & Retail ASA shareholders have accepted its bid to acquire the company, up from 66.7%, after a large shareholder agreed to the offer yesterday.
Couche-Tard yesterday put Statoil shareholders on notice once and for all that it will not increase its "best and final" offer for the retailer.
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, 2012).
(Click here for previous CSP Daily News coverage of the deal.)
In a press release, Couche-Tard provided some background on Monday's statement. It said it was reacting to what it thought to be false rumors in the market that it was likely to increase its offer.
"This is not the fact, and it was and is important for Couche-Tard to clarify this fact. Thus, Couche-Tard can see no justified reason for the Statoil Fuel & Retail ASA share trading above the offer price at NOK 51.20, especially after having clearly stated that its offer was its best and final."
The reference in Monday's release that "some key shareholders" had decided to tender their shares was based on the acceptance of one large shareholder who tendered 3.44% of the outstanding shares on June 5. The reference to "some key shareholder" was intended to protect the confidentiality of the shareholder who tendered.
This clarification follows after an Oslo Stock Exchange (OSE) demand to that effect, Couche-Tard said.
Couche-Tard added that it wants to make it clear that settlement of any Statoil shares tendered in the period from June 13 through June 20, 2012, will take place on or about June 25, 2012, provided that all pending transactions related to shares having been tendered have been settled by June 20, 2012.
Couche-Tard also said that it is "very confident" that the shareholders of Statoil Fuel & Retail that have not tendered to date will do so by June 20, 2012 considering Couche-Tard's cash offer has become even more attractive in the context of increasingly challenging market conditions.
The company originally wanted to buy at least 90% of Statoil's stock but dropped that minimum threshold last week.
From the outset, Statoil had agreed to tender its 54% interest, so Couche-Tard's focus has been on getting minority shareholders to sell their stock, reported the Canadian Press.
Three independent evaluations have confirmed that Couche- offer is within the range that reflects the value of the company.
Statoil operates about 2,300 outlets in Scandinavia and Eastern Europe.
Couche-Tard plans to run Statoil Fuel & Retail as a standalone business unit and retain existing management. It has the right to use the Statoil name for eight years.
As of Jan. 29, 2012, 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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