Alimentation Couche-Tard Inc. challenges Casey’s to announce any developments relating to 7-Eleven’s non-binding preliminary bid on Sept. 2, ahead of the 2010 Annual Meeting of Shareholders scheduled for Sept. 23.
“We believe that disclosure of 7-Eleven’s preliminary, non-binding indication of interest is yet another attempt to obfuscate the choices that have been presented to the Casey’s shareholders regarding the future of Casey’s,” Couche-Tard said in a statement. “We, on behalf of the Casey’s shareholders, challenge the Casey’s Board and management to immediately disclose the terms and conditions of 7-Eleven’s current proposal. In the face of this challenge, Casey’s reluctance to disclose any such terms and conditions can only lead to the inference that Casey’s disclosure of 7-Eleven’s preliminary, non-binding indication of interest was a smokescreen designed by Casey’s to obtain votes in favor of its incumbent directors by hinting at a potential transaction on the eve of the Annual Meeting without the intention of pursuing any transaction that would be contrary to promoting their self-interest.”
Couche-Tard went on to note that Institutional Shareholder Services (ISS), in its Sept. 15, 2010 report, urged the Casey’s shareholders to show discontent with the Casey’s Board by recommending that the shareholders of Casey’s withhold their votes from Casey’s lead independent director William C. Kimball and executive committee member Kenneth H. Haynie.
“We are pleased that ISS made such a recommendation and confirmed that Couche-Tard’s all-cash, fully-financed offer is the only formal offer that Casey’s has received. We are also pleased that ISS endorsed Couche-Tard’s request to delay the upcoming Annual Meeting by two to three weeks to allow Casey’s to complete a full and fair sale process and report the results of such process to its shareholders prior to the Annual Meeting. As ISS notes, and we agree, shareholders of Casey’s have had very little visibility with respect to the two competing bids involving a strategic transaction and Casey’s has failed to provide a compelling reason in support of its decision not to delay the Annual Meeting until the shareholders of Casey’s are able to gain better visibility,” Couche-Tard said in a statement.
Couche-Tard urged the shareholders of Casey’s to vote to elect its eight new, independent nominees to the Casey’s Board by signing, dating and returning the BLUE proxy card. But for shareholders who don’t support Couche-Tard’s full slate of nominees, it asked them to consider voting to elect at least three of Couche-Tard’s nominees, noting, “Electing at least three of Couche-Tard’s nominees will send a clear message to the Casey’s Board that the shareholders of Casey’s expect the Casey’s Board to conduct a fair and full sale process designed to maximize value for all of the shareholders of Casey’s and ultimately place the decision regarding the future of Casey’s in the hands of the shareholders of Casey’s.”
