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Couche-Tard Makes Final Offer to Acquire Statoil

LAVAL, Quebec -- Alimentation Couche-Tard Inc. is making one final offer to acquire a majority of Statoil Fuel & Retail ASA.

The company said it was waiving all conditions that were present in its prior offers, including the need for 90 percent of Statoil shareholders to approve the deal.

Hence, Couche-Tard has for the third time extended the deadline for Statoil stockholders to approve the deal. The new deadline is 5:30 p.m. Central European Standard Time (CEST) on June 20. Statoil shareholders who tender their stock by midnight CEST on June 12 will receive a payment of 51.20 Norwegian kroner per share on June 19. Those tendering their shares after June 12 will receive a cash payment after June 20.

Couche-Tard stressed this is its final offer and would not increase the purchase price.

In total, Couche-Tard has offered to pay $2.679 billion for Statoil, a large Norwegian and Eastern European c-store chain. Statoil management has said publicly it endorses the acquisition.

In a press release issued this afternoon, Couche-Tard said there are a slew of reasons why Statoil shareholders should accept its offer. Among those reasons are that Couche-Tard is paying a 53-percent premium to Statoil's Oslo stock market closing price on April 17, the day before the deal was announced; no third party has "demonstrated interest in acquiring Statoil;" three independent financial advisors have stated Couche-Tard's offer is fair; and the Oslo stock market has dropped 12.1 percent since April 17, meaning that if not for Couche-Tard's proposal, Statoil shares could today be trading for a lower price compared to when the deal was struck.

"We remain firmly convinced that our offer provides full and fair value for Statoil Fuel & Retail and believe that its shareholders will ultimately recognize that by tendering their shares prior to the June 20 deadline," said Alain Bouchard, Couche-Tard's president and CEO.

Couche-Tard operates 5,817 convenience stores, including many under the Circle K name in the United States.

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