The Pantry Sets Date for Couche-Tard Merger Vote

CARY, N.C. — Stockholders of The Pantry Inc. will cast their votes on the company's pending merger with Alimentation Couche-Tard Inc. on March 10.

According to the retailer, stockholders of record as of the close of business on Feb. 3 will be mailed the proxy statement in connection with the proposed merger and will be entitled to vote at the special meeting. The proxy statement will be mailed to The Pantry stockholders on or about Feb. 6.

Both companies expect the merger to close following approval by The Pantry's voters, subject to the satisfaction of the other conditions set forth in the merger agreement, including the receipt of necessary governmental or regulatory approvals.

BofA Merrill Lynch is acting as exclusive financial advisor to The Pantry. Willkie Farr & Gallagher LLP and Smith Anderson are acting as legal advisors to The Pantry.

The Pantry and Couche-Tard inked the merger agreement in December. Under the terms of the deal, Canada-based Couche-Tard will acquire The Pantry in an all-cash transaction valued at $36.75 per share, with a total enterprise value of approximately $1.7 billion including debt assumed. The terms were unanimously approved by the boards of directors of both organizations.

The Pantry, based in Cary, N.C., operates 1,509 stores in 13 states under select banners, including Kangaroo Express, its primary operating banner.

Laval, Quebec-based Alimentation Couche-Tard's network is comprised of approximately 6,303 convenience stores throughout North America, including 4,851 stores with road transportation fuel dispensing. In Europe, Couche-Tard operates approximately 2,239 stores. In addition, under licensing agreements, about 4,600 stores are operated under the Circle K banner in 12 other countries worldwide, bringing the number of sites in Couche-Tard's network to more than 13,100.

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