"Starting today, our plan is to meet with the most important shareholders and explain directly to them our offer," Couche-Tard CFO Raymond Pare told CSP Daily News. Reports show BlackRock Institutional Trust Co., [image-nocss] San Francisco, is the largest shareholder with about 7% of the 52 million outstanding shares.
"We will see in July with the meetings we will have had with the shareholders where we stand then," president and CEO Alain Bouchard said. Assuming Couche-Tard can gain enough support from shareholders, it will appeal to the Casey's Board of Directors to repeal the Shareholder Rights Agreement it enacted on April 16, shortly after Couche-Tard first made public its desire to purchase Casey's.
The so-called "poison pill" kicks in as soon as any one shareholder obtains 15% of the company. Once triggered, the deal, among other things, gives all Casey's shareholders except the "acquiring person" the right to purchase new stock at one-half the market price.
"That's part of their strategy that they put in place. It's a normal way to do it, and in our tender offer, it's conditional to remove that [piece]," said Pare. "If not, unfortunately, we'll be forced to proceed with our own slate of directors as we've proposed, go to the vote [with shareholders], and I think that works in the best interest of the shareholders down the road."
These text-book hostile takeover moves are all designed with a single goal in mind.
"We're still committed to the transaction," Couche-Tard COO Brian Hannasch told CSP Daily News. "We certainly welcome the opportunity to talk to [Casey's executives] and work out a friendly deal. We think that's in the best interest of Casey's shareholders."
Added Pare, "The tender offer is progressing the process; it's basically doing the steps that we have on our plan. And we're proceeding despite the financial and stock-market turbulence."
Casey's president and CEO Rober Myers, however, has refused to accept phone calls from Bouchard since making public Couche-Tard's offer to purchase the company for $1.9 billion in April, according to Bouchard.
"I've always comunicated with Bob Myers at every step, although since our public release on April 9, we haven't talked," he said. "He's not willing to take my call. I've called him this morning, same thing."
Casey's executives did not make themselves available to the media yesterday and forwarded all inquiries to a New York crisis communications team it hired in light of the Couche-Tard takeover effort.
Alimentation Couche-Tard Inc., Laval, Quebec, is the leader in the Canadian convenience store industry. In North America, Couche-Tard operates a network of 5,883 c-stores located in 11 large geographic markets, including eight in the United States covering 43 states and the District of Columbia, and three in Canada covering all 10 provinces.
Casey's General Stores Inc., based in Ankeny, Iowa, has 1,513 corporate stores in 11 states.[CLICK HERE FOR PART I OF THIS STORY.]
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