Couche-Tard Reiterates It Will Not Increase Statoil Offer

LAVAL, Quebec -- Alimentation Couche-Tard Inc. reiterated this morning it will not raise its cash offer to acquire a majority stake in Statoil Fuel & Retail ASA.

Couche-Tard said it is sticking to its offer of 51.20 Norwegian kroner per share, or a total offer price of $2.679 billion. Couche-Tard also paid a special dividend to Statoil of 1.80 kroner per share on May 9, which equates to a total offer price of 53 kroner per share.

As CSNews Online previously reported, Couche-Tard first made its final offer for the Scandinavian and Eastern European convenience store chain operator on June 5. The final offer waived all of the conditions of the prior tenders, including the need for 90 percent of Statoil shareholders to approve the deal.

However, Couche-Tard did not increase its all-cash offer at that time as well. Couche-Tard cited several reasons why last week, including that it 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 understand that certain investors and shareholders of Statoil Fuel & Retail could believe we may eventually increase our offer. Considering we will be settling on June 19 any shares validly tendered by tomorrow, we thought it would prove important to clarify any remaining misperception or misunderstanding with respect to our intentions," said Raymond Paré, Couche-Tard's vice president and chief financial officer. "As such, we underscore and reiterate that our message remains consistent and therefore, our 51.20 [kroner] cash offer will remain our best and final proposal, whether under the voluntary offer or any subsequent processes, including but not limited to a mandatory offer that could occur after the acceptance period of the voluntary offer ending June 20, 2012, presuming we do not reach the 90 percent tendering level."

Statoil's board of directors previously announced publicly it approves of the Couche-Tard acquisition.

Alimentation Couche-Tard has 5,817 North American convenience stores, including those operating under the Circle K banner in the United States.