Statoil Fuel & Retail - Compulsory acquisition of shares
LAVAL, QC, June 29, 2012 /PRNewswire/ - Alimentation Couche-Tard Inc. (TSX: ATD.A ATD.B) announces that its wholly owned subsidiary Couche-Tard Norway AS, ("Couche-Tard Norway") today resolved to carry out a compulsory acquisition of all the shares in Statoil Fuel & Retail ASA ("SFR") owned by shareholders other than Couche-Tard Norway. Couche-Tard Norway has as a consequence of this assumed ownership of all shares in SFR. The offered redemption price is NOK 51.20 per share, which equals the NOK 51.20 offered under the voluntary offer presented by Couche-Tard Norway.
Couche-Tard Norway confirms that after the 2nd settlement on June 26, 2012 of the voluntary offer from Couche-Tard Norway to acquire all the shares in SFR, Couche-Tard Norway owns 296,487,760 shares, equal to 98.83 % of the shares in SFR. Of these shares, 94.07 % of the shares were purchased on basis of the voluntary offer, while 14,274,692 shares, equal to 4.76 % of the shares, were purchased in the market. The offer price of NOK 51.20 is the highest price paid or agreed by Couche-Tard Norway and related parties for any SFR share.
The board of directors of Couche-Tard Norway has, effective from Friday June 29, 2012, resolved to carry out a compulsory acquisition of all the remaining shares in SFR not owned by Couche-Tard Norway pursuant to the Norwegian Public Limited Liability Companies Act section 4-25 cf. the Norwegian Securities Trading Act section 6-22 (3). Couche-Tard Norway has as from such date assumed ownership of all shares in SFR.
The offered redemption price under the compulsory acquisition is NOK 51.20 per share. The offered redemption price corresponds to the offer price in the completed voluntary offer which, according to the Norwegian Securities Trading Act section 6-22; is the applicable redemption price in a subsequent compulsory acquisition. Skandinaviska Enskilda Banken AB (publ), Oslofilialen has furnished a guarantee for the settlement under the compulsory acquisition in accordance with the Norwegian Securities Trading Act section 6-22 (3) no. 3.
Any objections to, or rejections of, the offered redemption price must be raised prior to September 4, 2012. Former SFR shareholders who do not object to, or reject, the offered redemption price within this deadline will lose their right to object to, or reject, the offered redemption price and are deemed to have accepted the offer.
As soon as Couche-Tard Norway and related parties have taken over ownership to 100 % of the shares in SFR, the board of directors of Couche-Tard Norway has resolved the apply to Oslo Børs for a de-listing of the shares in SFR.
About Alimentation Couche-Tard Inc.
Alimentation Couche-Tard Inc. ("Couche-Tard") 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 centers.
For more information on Alimentation Couche-Tard, please visit: http://www.couchetard.com/corporate/
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 documents filed by Couche-Tard with securities regulatory 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.
SOURCE ALIMENTATION COUCHE-TARD INC.