Couche-Tard Makes $5.8B Bid for Australia's Largest Service Station Network

LAVAL, Quebec — Alimentation Couche-Tard Inc. is ramping up its acquisition journey, making a move for Australia's largest service station network.

Caltex Australia Limited confirmed it received "an unsolicited, conditional, confidential, non-binding and indicative proposal" from Couche-Tard to acquire all shares at A$34.50. The proposal follows Couche-Tard's previous offer of A$32.00 per share, which Caltex rejected as inadequate.

Couche-Tard made the first acquisition proposal on Oct. 11, and the latest came on Nov. 18.

Caltex is a transport fuel supplier, with a network of approximately 2,000 company-owned or affiliated sites across Australia.

The company said its board is currently considering the proposal, including obtaining advice from its financial and legal advisers. The latest offer totals $5.8 billion.

According to Couche-Tard, any transaction remains subject to various conditions including:

• Satisfactory completion of due diligence;
• No dividends other than the Permitted Special Dividend or dividend component of the Buy-Back being declared or paid;
• No material asset sales, divestments or similar transactions including Caltex's planned property IPO;
• Unanimous recommendation from Caltex's board, agreeing a scheme implementation agreement containing customary terms and conditions, and approval by Couche-Tard's board.

"We believe this is a very compelling offer for Caltex shareholders, representing an excellent premium and certainty of value today. [Couche-Tard's] management team has been looking into the Asia-Pacific region for several years as a potential market for our continued growth and we see many opportunities," said President and CEO Brian Hannasch.

"With Caltex, we see a potential opportunity to leverage our leading global position in the convenience retail market, and we would seek to bring all our operating expertise to bear to help support and grow the Caltex business," he added. "Importantly for Caltex's customers, partners and staff, we are a committed buyer of the entire Caltex business. We are willing and prepared to engage with Caltex to enable or our proposal to be put to Caltex shareholders as soon as possible."

Laval-based Couche-Tard has more than 16,000 sites across 26 countries and regions. Its global brand is Circle K.