Casey’s General Stores has hinted it would be willing to open talks with hostile suitor Couche-Tard if the Canadian group raises its offer for the US convenience store retailer.
On Friday (10 September), Couche-Tard published its own letter to Casey’s that had urged the US firm to enter into takeover talks as it had done with a second bidder for the business, c-store giant 7-Eleven.
In a letter to Couche-Tard president and CEO Alain Bouchard published yesterday, Casey’s chief Robert Myers said the US firm would be willing to hold discussions with the Canadian company but insisted its current US$38.50-a-share takeover bid was “inadequate”.
“The Casey’s board takes its fiduciary duties very seriously and will continue to thoroughly evaluate any proposal that Casey’s receives,” Myers wrote. “We are, of course, willing to extend to an interested party the opportunity for discussions regarding a potential consensual transaction, provided that the starting point for such discussions is acceptable. The Casey’s board has authorised me to respond to your September 10th letter to confirm its belief that your inadequate and highly conditional $38.50 per share offer does not serve as a basis for discussion.”
Couche-Tard first went public with its interest in Casey’s in April and has seen the US retailer reject a series of bids. The takeover battle has turned hostile, with Couche-Tard attacking Casey’s decision to buy back a raft of shares and deciding to put a slate of nominees up for election at the US firm’s upcoming AGM.
Casey’s has consistently poured scorn on Couche-Tard’s offers and, in the letter to Bouchard, Myers questioned whether the company had secured enough financing for its offer.
Myers also used the letter to express the board’s “disappointment” at the information Couche-Tard has made public during its pursuit of Casey’s.
“The seven independent directors and I are also disappointed to see that Couche-Tard is increasingly utilising misrepresentations and mischaracterisations in its public statements and in its tender offer and proxy solicitation materials. Couche-Tard’s latest press releases, which question the integrity of Casey’s board and the legitimacy and timing of Casey’s disclosure of the unsolicited preliminary proposal that we first received from 7-Eleven, Inc. on September 2nd, are entirely unfounded and absurd,” Myers said.
“Casey’s has a strong history of transparency and good governance. Further, Casey’s board has consistently acted in the best interest of Casey’s, its shareholders and its other constituencies. Couche-Tard’s disingenuous attempts to call into question the ethics of our company and Board instead cast significant doubt on Couche-Tard’s own credibility as well as the credibility of its nominees to our board.”
Myers also brushed off Couche-Tard’s request for Casey’s to push back its AGM, which is due to be be held on 23 September. Couche-Tard said a delay would give Casey’s shareholders time to study all bids for the business.
The Casey’s chief said the company planned to go ahead with the AGM on its scheduled date, although he added it would reconsider if “events unfold such that our shareholders need additional information and time to consider developments in order to make informed decisions”.