SAN ANTONIO -- Chairman, CEO and president Kim Lubel said CST Brands Inc. is “one step closer to completing the merger with Circle K” with the filing of the definitive proxy statement with the U.S. Securities and Exchange Commission (SEC). The filing officially sets the date, Nov. 16, for the special meeting of CST stockholders to vote on the proposed acquisition by Alimentation Couche-Tard Inc.
In August, Laval, Quebec-based Couche-Tard announced its intention to acquire CST Brands for approximately $4.43 billion in an all-cash transaction representing $48.53 per share. The boards of both companies have approved the agreement unanimously. The companies said they expect the deal to close in early 2017; it is subject to the approval of CST’s stockholders and regulatory approvals in the United States and Canada.
- For a detailed timeline of the deal, click here.
If the merger agreement is adopted and the merger is completed, CST will become an indirect wholly owned subsidiary of Circle K.
CST will hold the stockholders meeting at the CST Service Center in San Antonio. In addition to scheduling the meeting, the proxy statement outlines the background and terms of the transaction and offers other information related to the deal and the vote.
“The CST board of directors has unanimously recommended that CST stockholders vote ‘for’ all proposals at the special meeting of stockholders,” Lubel said in a companywide memo.
“While this is another important milestone in the merger process, please keep in mind completion of the merger is also subject to other conditions, including regulatory approvals in the United States and Canada,” she said. “In the U.S. we need to wait for the expiration or termination of the applicable waiting period under the Hart-Scott Rodino Antitrust Improvement Acts, and in Canada the merger must be approved by the Canadian Competition Bureau. The stockholder vote on the merger is very important, and it is one of the conditions to complete the merger. If you are a stockholder of CST, I encourage you to vote.”
CST Brands is one of the largest independent retailers of motor fuels and convenience-store merchandise in North America. Based in San Antonio, it employs more than 14,000 people at more than 2,000 locations throughout the southwestern United States, Georgia, Florida and New York under the Corner Stores, Nice N Easy Grocery Shoppes and Flash Foods flags and the Depanneur du Coin and Corner Stores brands in eastern Canada. CST is the exclusive provider of Ultramar fuel in Canada.
CST also owns 100% of the membership interests in the sole member of the general partner of CrossAmerica Partners LP, a master limited partnership (MLP) and wholesale distributor of fuels, based in Allentown, Pa.
Couche-Tard’s global retail network includes more than 12,000 locations, primarily under the Circle K brand.
In North America, its network consists of approximately 7,875 convenience stores, including approximately 6,475 stores selling motor fuel. It has 15 business units, including 11 in the United States covering 41 states and four in Canada covering all 10 provinces.
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