CST Brands Stockholders Approve Couche-Tard Acquisition

SAN ANTONIO — CST Brands Inc.'s stockholders approved the proposed acquisition by Alimentation Couche-Tard Inc. in a Nov. 16 vote. The special meeting was held at CST's headquarters, located at 19500 Bulverde Road, Ste. 100, in San Antonio.

Laval, Quebec-based Alimentation Couche-Tard Inc., parent of the global Circle K brand, announced on Aug. 21 it would acquire CST Brands for approximately $4.4 billion, pending shareholder approval and government regulatory approval in Canada and the United States.

Based on the tabulation of the stockholder vote, approximately 84 percent of the total shares outstanding as of the Oct. 7, 2016 record date voted at the meeting, and approximately 99.7 percent of the shares voted were voted in favor of the merger agreement at the special meeting.

Under the terms of the merger agreement, CST stockholders will receive $48.53 in cash per share, without interest, as a result of the closing of the transaction. The deal remains subject to customary closing conditions.

CST stockholders also approved the compensation that may be paid or become payable to CST’s named executive officers in connection with the merger on an advisory/non-binding basis.

Advisors on the deal include BofA Merrill Lynch as lead financial advisor and J.P. Morgan Chase as financial advisor to CST. Wachtell, Lipton, Rosen & Katz and Stikeman Elliott are acting as legal advisors to CST.

CST employs more than 14,000 team members at more than 2,000 locations throughout the Southwestern United States, Georgia, Florida, New York and Eastern Canada. Its U.S. banners are Corner Stores, Nice N Easy Grocery Shoppes, and Flash Foods. In Canada, CST is the exclusive provider of Ultramar fuel and its Dépanneur du Coin and Corner Stores.

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