As it continues in its bid to acquire Casey’s General Stores, Alimentation Couche-Tard plans to pay each of its independent nominees to the Casey’s board more than $20,000, according to a preliminary proxy it filed with U.S. regulators, New Brunswick Business Journal reported.
The nine candidates are set to receive a one-time payment and “all reasonable expenses” for agreeing to serve as a nominee for Casey’s board of directors, which has rejected Couche-Tard’s $1.9 billion bid for the company that was made public in April.
If the nominees are elected, they would also be eligible to receive other benefits from Casey’s, including an annual retainer of $40,000 and a meeting fee of $1,000 for each shareholder and committee meeting attended.
The $20,000 is on the low end, when you look at Airproducts, which is paying each of its board nominees $100,000 as part of a shareholder battle to take over Airgas Inc., New Brunswick Business Journal pointed out.
Board candidates are “independent” according to securities law because they are not officers or employees of Ankeny, Iowa-based Casey’s. Usually outside board members are supposed to bring unbiased opinions about the company’s decisions. But in the case of Casey’s, the nominees would be elected by Casey’s shareholders to help negotiate the sale of Casey’s to Couche-Tard.
“The only commitment Couche-Tard and the purchaser have sought from the nominees is that they will act in the best interest of Casey’s and its shareholders and exercise their independent judgment,” said the proxy.
But Couche-Tard added that a vote for the nominees is a way of letting Casey’s and the nominees know they want to accept the offer.
“By voting for the nominees, you can demonstrate to the nominees and Casey’s your support for the offer and proposed merger,” Couche-Tard told shareholders.
The election will take place at Casey’s annual meeting, expected to be held in late September or early October.
Couche-Tard has extended its deadline to Aug. 6 for Casey’s shareholders to tender to its $1.9 billion offer to take over the 1,500-store chain. On Thursday, it also slightly increased its hostile takeover bid to $36.75 cash per Casey’s share.
Meanwhile, Moody’s Investors Service said Friday it is continuing to review Couche-Tard’s Ba1 senior subordinate rating for a possible downgrade following changes to its Casey’s offer, New Brunswick Business Journal reported.
Moody’s said it will focus on the company’s plans to finance the transaction, which is a condition of the offer, including an assessment of the impact on its balance sheet, liquidity profile and plans for future debt reduction.
