UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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Securities Exchange Act of 1934
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CASEYS GENERAL STORES, INC.
(Name of Registrant as Specified in its Charter)
ACT ACQUISITION SUB, INC.
ALIMENTATION COUCHE-TARD INC.
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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On September 7, 2010, Alimentation Couche-Tard Inc. issued the following press release:
ALIMENTATION COUCHE-TARD ISSUES STATEMENT REGARDING
CASEYS SALE PROCESS
ATD.A, ATD.B / TSX
LAVAL, QC, Sept. 7, 2010 - Alimentation Couche-Tard Inc. (Couche-Tard) today issued the following statement regarding the announcement by Caseys General Stores, Inc. (Caseys) (NASDAQ: CASY) that it has authorized discussions with a third party regarding a preliminary non-binding proposal to acquire Caseys:
We are pleased that Caseys is now in Revlon mode given that the Caseys Board of Directors has finally made the decision to put the Company up for sale. Couche-Tard looks forward to participating in Caseys auction process.
We are, however, surprised and suspicious of the timing of the announcement by Caseys given that it comes only two weeks before the Annual Meeting of Shareholders of Caseys and only days after the completion of its self-tender. We believe this is another maneuver orchestrated by the Caseys Board to artificially inflate its stock price leading up to the shareholder vote.
With the Annual Meeting rapidly approaching, Caseys shareholders should ask themselves: Why did the Caseys Board suddenly authorize discussions with a third party regarding only a preliminary, non-binding indication of interest after it has repeatedly refused to meet with or negotiate with Couche-Tard over an extended period of time regarding Couche-Tards firm, all-cash, fully-financed premium offer to acquire all of the outstanding shares of Caseys?
Given the recent actions by the Caseys Board, including the apparent favoritism that Caseys is showing a potential buyer (who has only expressed a preliminary, non-binding proposal), the poison put implemented in its recent leveraged recapitalization plan, and the suspicious timing of todays announcement only weeks before the Annual Meeting, we strongly believe that Caseys shareholders deserve to be represented by independent directors who will act in the best interests of all Caseys shareholders and conduct a fair auction of Caseys. Couche-Tards independent director nominees, if elected to the Caseys Board, are committed to fully considering any and all bona fide offers to acquire Caseys, including Couche-Tards offer and any other premium proposal to acquire Caseys.
Couche-Tard urges the shareholders of Caseys to vote to elect its eight new, independent nominees to the Caseys Board by signing, dating and returning the BLUE proxy card. If the shareholders of Caseys have already returned or otherwise provided a white proxy card to Caseys, they may revoke that proxy by voting by telephone or via the Internet (instructions are
on the BLUE proxy card enclosed with the letter) or by signing, dating and mailing a later-dated BLUE proxy card in the postage-paid envelope provided with the letter. Only the latest-dated proxy or a vote in person at the annual meeting will be counted.
Credit Suisse Securities (USA) LLC is acting as financial advisor to Couche-Tard and dealer manager for Couche-Tards offer. UBS Investment Bank also is acting as financial advisor to Couche-Tard. Dewey & LeBoeuf LLP, Nyemaster, Goode, West, Hansell & OBrien, P.C. and Davies Ward Phillips & Vineberg LLP are acting as legal counsel. Innisfree M&A Incorporated is acting as information agent for Couche-Tards offer and proxy solicitor in connection with the solicitation of proxies for the 2010 annual meeting of shareholders of Caseys.
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 company or not) in terms of number of company-operated stores. Couche-Tards network is comprised of 5,869 convenience stores, 4,141 of which include motor fuel dispensing, located in 11 large geographic markets, including eight in the United States covering 42 states and the District of Columbia, and three in Canada covering all ten provinces. More than 53,000 people are employed throughout Couche-Tards retail convenience network and service centers. For more information, please visit: http://www.couchetard.com/corporate.
Forward-looking Statements
The statements set forth in this communication, which describes Couche-Tards objectives, projections, estimates, expectations or forecasts, may constitute forward-looking statements. Positive or negative verbs such as plan, evaluate, estimate, believe and other related expressions are used to identify such statements. Couche-Tard would like to point out that, by their very nature, 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-Tards actual results and the projections or expectations set forth in the forward-looking statements include the possibility that Couche-Tard will not be able to complete the tender offer as expected; Couche-Tards ability to achieve the synergies and value creation contemplated by the proposed transaction; Couche-Tards ability to promptly and effectively integrate the businesses of Caseys; expected trends and projections with respect to particular products, services, reportable segment and income and expense line items; the adequacy of Couche-Tards liquidity and capital resources and expectations regarding Couche-Tards financial condition and liquidity as well as future cash flows and earnings; anticipated capital expenditures; the successful execution of growth strategies and the anticipated growth and expansion of Couche-Tards business; Couche-Tards intent, beliefs or current expectations, primarily with respect to future operating performance; expectations regarding sales growth, gross margins, capital expenditures and effective tax rates; expectations regarding the outcome of various pending legal proceedings; seasonality and natural disasters; and such other risks as described in detail from time to time in the reports filed by Couche-Tard with securities authorities in Canada and the United States. 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 communication is based on information available as of the date of the communication.
Important Additional Information
This communication does not constitute an offer to buy or solicitation of an offer to sell any securities. The tender offer (the Tender Offer) is being made pursuant to a tender offer statement on Schedule TO (including the Offer to Purchase, Letter of Transmittal and other related tender offer materials) filed by Couche-Tard and ACT Acquisition Sub, Inc. (ACT Acquisition Sub) with the SEC on June 2, 2010. These materials, as they may be amended from time to time, contain important information, including the terms and conditions of the Tender Offer, that should be read carefully before any decision is made with respect to the Tender Offer. Investors and security holders of Caseys can obtain free copies of these documents and other documents filed with the SEC by Couche-Tard through the web site maintained by the SEC at http://www.sec.gov or by directing a request to the Corporate Secretary of Alimentation Couche-Tard Inc., 4204 Industriel Blvd., Laval, Québec, Canada H7L 0E3. Free copies of any such documents can also be obtained by directing a request to Couche-Tards information agent, Innisfree M&A Incorporated, at (877) 717-3930.
Couche-Tard and ACT Acquisition Sub filed a definitive proxy statement on Schedule 14A with the SEC on August 19, 2010 in connection with the solicitation of proxies for the 2010 annual meeting of shareholders of Caseys. The definitive proxy statement was mailed to the shareholders of Caseys on or about August 19, 2010. Investors and security holders of Caseys are urged to read the definitive proxy statement and other documents filed with the SEC carefully in their entirety as they become available because they will contain important information. Investors and security holders of Caseys can obtain free copies of these documents and other documents filed with the SEC by Couche-Tard through the web site maintained by the SEC at http://www.sec.gov or by directing a request to the Corporate Secretary of Alimentation Couche-Tard Inc., 4204 Industriel Blvd., Laval, Québec, Canada H7L 0E3. Free copies of any such documents can also be obtained by directing a request to Couche-Tards information agent, Innisfree M&A Incorporated, at (877) 717-3930. Free copies of the definitive proxy statement and any additional proxy solicitation materials of Couche-Tard and ACT Acquisition Sub can also be obtained through the web site maintained at http://www.ReadOurMaterials.com/Couche-Tard.
Certain Information Regarding Participants
Couche-Tard and ACT Acquisition Sub, its indirect wholly owned subsidiary, and certain of their respective directors and executive officers, and Couche-Tards nominees for election to the board of directors of Caseys at the 2010 annual meeting of shareholders of Caseys, may be deemed to be participants in the proposed transaction under the rules of the SEC. As of the date of this press release, Couche-Tard is the beneficial owner of 362 shares of common stock of Caseys (which includes 100 shares of common stock of Caseys owned by ACT Acquisition Sub). Security holders may obtain information regarding the names, affiliations and interests of Couche-Tards directors and executive officers in Couche-Tards Annual Report on Form 40-F for the fiscal year ended April 25, 2010, which was filed with the SEC on July 19, 2010, and its proxy circular for the 2010 annual general meeting, which was furnished to the SEC on a Form 6-K on July 19, 2010. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the interests of these participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is included in the definitive proxy statement filed with the SEC on August 19, 2010.
Contacts: | ||
Raymond Paré | Joele Frank, Wilkinson Brimmer Katcher | |
Vice-President and Chief Financial Officer | Matthew Sherman / Eric Brielmann / Eric Bonach | |
Tel: (450) 662-6632 ext. 4607 | Tel: (212) 355-4449 | |
investor.relations@couche-tard.com | ||
Innisfree M&A Incorporated | ||
Alan Miller / Jennifer Shotwell / Scott Winter | ||
Tel: (212) 750-5833 |