Leading North American convenience store operator to acquire #1
Scandinavian convenience and fuel retailer
Combined LTM revenues of US$35 billion and EBITDA of US$1.3 billion
Over 8,400 locations or sites in the combined network
Immediately and significantly accretive to Couche-Tard earnings per
ATD.A, ATD.B / TSX
LAVAL, QC, April 18, 2012 /CNW Telbec/ - Alimentation Couche-Tard Inc.
("Couche-Tard") announced today it has signed a definitive agreement
for a voluntary offer to acquire all of the issued and outstanding
shares of Statoil Fuel & Retail ASA (SFR/Oslo Børs) ("Statoil Fuel &
Retail") for cash consideration of NOK 53 per share before reduction
for any dividends and other distributions after December 31, 2011 (the
"Offer"), valuing the total share capital of Statoil Fuel & Retail at
NOK 15.9 billion (US$ 2.8 billion) and transforming Couche-Tard into a
leading global convenience store operator.
Statoil Fuel & Retail is the #1 Scandinavian convenience and fuel
retailer with over 100 years of operations in the region. It has a
broad network and leading market share across Scandinavia and the
Baltic States, as well as a growing presence in Poland with
approximately 2,300 full-service or automated stations of which
approximately 68% are company-operated.
The Offer represents a premium of 52.5% to the closing price of the
Statoil Fuel & Retail shares on April 17th, 2012, the last trading day prior to the announcement of the Offer, and
a premium of 31.7% to the volume weighted average share price for the
six month period ending on April 17th, 2012. Total transaction enterprise value is approximately US$3.6
billion on a fully diluted basis.
Statoil Fuel & Retail's Board of Directors has approved the transaction
and recommends that shareholders accept the Offer. In addition,
Couche-Tard has entered into an agreement with Statoil ASA, the
principal shareholder of Statoil Fuel & Retail, pursuant to which
Statoil ASA has committed to tender its 54% interest in Statoil Fuel &
Retail to the Offer, subject to certain conditions.
Statoil Fuel & Retail represents a highly compelling acquisition for
Provides Couche-Tard with expanded geographic footprint, diversification
and a European platform for future profitable growth;
Leading convenience and fuel retailer in profitable and resilient
Powerful and growing presence in high growth markets of Central and
Leverage experience from North American convenience store market to
enhance Statoil Fuel & Retail's customer proposition;
Significant free cash flow generation; and
Experienced and proven management team with strong operational track
Couche-Tard anticipates significant and immediate accretion to net
earnings per share. Couche-Tard plans to operate Statoil Fuel & Retail
as a whole, preserve its strong brand and continue the existing
strategy undertaken by the local executives along with sharing of best
"We strongly believe that our all-cash NOK 53 per share proposal is
compelling for Statoil Fuel & Retail's shareholders as it offers them
the opportunity to realize full and immediate value for their
investment. Moving into Scandinavia and Europe is an important step in
implementing Couche-Tard's growth strategy," said Alain Bouchard,
President and Chief Executive Officer of Couche-Tard.
"We have great respect for Statoil Fuel & Retail's operations,
management and talented employees and are confident that they will
benefit from the expanded opportunities and resources available to them
as part of a larger and stronger corporation," continued Mr. Bouchard.
"Couche-Tard is the leader in the Canadian convenience store industry
and the largest company-operated convenience store operator in North
America. We have successfully completed numerous significant
acquisitions and are confident that by working together with Statoil
Fuel & Retail's management we will be able to quickly and efficiently
integrate our operations to form a stronger, more competitive player
that can provide customers with the very best that our industry has to
"Our Board has undertaken a careful review of the terms and conditions
of the Offer and has resolved to recommend the Offer, which we believe
recognizes the strategic value potential of Statoil Fuel & Retail and
delivers a considerable cash premium to our shareholders," said Birger
Magnus, Chairman of the Board of Statoil Fuel & Retail. "We believe
that Couche-Tard would represent a solid industrial owner and that the
transaction could deliver interesting growth opportunities for the
combined organization," continued Magnus.
Information on the Offer
The complete details of the Offer, including all terms and conditions,
will be contained in an offer document to be sent to Statoil Fuel &
Retail shareholders following approval by the Oslo Stock Exchange.
Nordea Bank Norway, Issuer Services will be the receiving agent for the
The Offer will be subject to customary closing conditions being
satisfied or waived, including valid acceptances in respect of a number
of shares of Statoil Fuel & Retail which exceeds 90% of the shares and
voting rights in Statoil Fuel & Retail, taking into account any
financial instruments or agreements giving the holder a right to
The Offer period is expected to commence as soon as possible and no
later than April 23rd, 2012 pending approval from the Oslo Børs, the
stock exchange in Oslo. The initial offer period will be 20 U.S.
business days (unless extended). The offer period may be extended, one
or several times, provided however that the maximum offer period may
not exceed ten weeks. In the event Couche-Tard has not prior to July
31st, 2012 publicly announced fulfillment or waiver of the Offer
conditions, the Offer will lapse. Couche-Tard expects to complete the
transaction in June 2012.
The agreement between Couche-Tard and Statoil Fuel & Retail provides for
a non-solicitation covenant on the part of Statoil Fuel & Retail,
subject to customary "fiduciary out" provisions, and a right in favour
of Couche-Tard to match any superior proposal. In connection with
Statoil ASA's agreement to tender its Statoil Fuel & Retail shares to
the Offer, Couche-Tard will be entitled in certain limited
circumstances to receive a break fee from Statoil ASA in the event that
Statoil ASA fails to tender its shares to the Offer.
Couche-Tard expects to use its existing credit facilities and a new
3-year US$3.2 billion acquisition credit facility to finance the Offer.
The acquisition is being financed on a long-term basis in a manner
consistent with Couche-Tard's commitment to maintaining a strong
balance sheet and sustaining its on-going growth. The new 3-year
acquisition facility is committed by a syndicate of banks led by
National Bank Financial, UBS, Rabobank, Scotiabank, HSBC and Bank of
Tokyo-Mitsubishi, with National Bank of Canada acting as administrative
All figures in U.S. dollars unless otherwise indicated. All NOK figures
in this news release were converted into U.S. dollars using an exchange
rate of 5.7440 NOK per USD.
Couche-Tard's financial advisors are National Bank Financial, UBS,
Scotiabank, HSBC, Rabobank and Bank of Tokyo-Mitsubishi, and its legal
advisors are Davies Ward Phillips & Vineberg LLP, Haavind and Eversheds
The Offer has not yet commenced, and this notification does not
constitute an offer. The Offer will only be made on the basis of the
offer document and can only be accepted pursuant to the terms of such
Press Conference and Call with Financial Analysts
At 09:00 CET on April 18, 2012, Couche-Tard will hold a joint press
conference with Statoil Fuel & Retail at Statoil Fuel & Retail's
headquarters at Sørkedalsveien 8, Oslo, Norway. The presentation will
be webcast live. For access to the webcast, please visit www.statoilfuelretail.com.
At 08:00 EST on April 18, 2012, Couche-Tard will hold a conference call
for financial analysts to discuss the acquisition of Statoil Fuel &
Retail. Shareholders and media are welcome to participate on a
listen-only basis. To participate, please dial (888) 231-8191, (514)
807-9895 or (647) 427-7450 shortly before the start of the call. Please
visit http://www.newswire.ca/en/webcast/detail/955015/1022777 for a live audio webcast of the call. A replay will be available for
the next two weeks at www.couche-tard.com/corporate.
About Statoil Fuel & Retail ASA
Statoil Fuel & Retail ASA is a leading Scandinavian road transport fuel
retailer with over 100 years of operations in the region. It has a
broad retail network across Scandinavia, Poland, the Baltics, and
Russia with approximately 2,300 full-service (fuel and convenience) or
automated (fuel only) stations.
Statoil Fuel & Retail's other products include stationary energy, marine
fuel, aviation fuel, lubricants and chemicals. In Europe, it operates
12 key terminals, approximately 400 road tankers and 50 depots in eight
countries. Statoil Fuel & Retail also delivers aviation fuel at
85 airports in ten countries and produces and sells 750 different
Including employees at Statoil branded franchise stations, about 18,500
people work at its sites across Europe, in its corporate headquarters,
its eight national headquarters, its terminals and depots.
For more information on Statoil Fuel & Retail, please visit: http://www.statoilfuelretail.com
About Alimentation Couche-Tard Inc.
Alimentation Couche-Tard Inc. is the leader in the Canadian convenience
store industry. In North America, Couche-Tard is the largest
independent convenience store operator (whether integrated with a
petroleum corporation or not) in terms of number of company-operated
stores. As of January 29, 2012, Couche-Tard had a network of 5,817
convenience stores, 4,225 of which include motor fuel dispensing. At
the same date, the Corporation had agreements for the supply of motor
fuel to 338 sites operated by independent operators. Couche-Tard's
network consists of 13 business units, including nine in the United
States covering 42 states and the District of Columbia, and four in
Canada covering all ten provinces. More than 53,000 people are employed
throughout Couche-Tard's retail convenience network and service
For more information on Alimentation Couche-Tard, please visit: http://www.couche-tard.com.
The statements set forth in this news release, which describe
Couche-Tard's objectives, projections, estimates, expectations or
forecasts, may constitute forward-looking statements within the meaning
of securities legislation. Positive or negative verbs such as "will",
"plan", "evaluate", "estimate", "believe", "expect" and other related
expressions are used to identify such statements. Couche-Tard would
like to point out that, by their very natures, forward-looking
statements involve risks and uncertainties such that its results, or
the measures it adopts, could differ materially from those indicated or
underlying these statements, or could have an impact on the degree of
realization of a particular projection. Major factors that may lead to
a material difference between Couche-Tard's actual results and the
projections or expectations set forth in the forward-looking statements
include the effects of the integration of acquired businesses and the
ability to achieve projected synergies, fluctuations in margins on
motor fuel sales, competition in the convenience store and retail motor
fuel industries, exchange rate variations, and such other risks as
described in detail from time to time in the reports filed by
Couche-Tard with securities authorities in Canada. Unless otherwise
required by applicable securities laws, Couche-Tard disclaims any
intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise. The forward-looking information in this news release is
based on information available as of the date of the release.
For a presentation on the acquisition of Statoil Fuel & Retail ASA,
visit our website.
SOURCE ALIMENTATION COUCHE-TARD INC.
For further information:
Raymond Paré, Vice-President and Chief Financial Officer
Tel: (450) 662-6632 ext. 4607