US: Couche-Tard accuses Casey’s of “obfuscation”

Couche-Tard has accused takeover target Casey’s General Stores of trying to “obfuscate the choices” presented to its shareholders around the US convenience operator’s future.

Just two days before Casey’s holds its AGM, a meeting that will see Couche-Tard put its own slate of nominees up for election to the US firm’s board, the Canadian group again urged shareholders to vote against Casey’s.

In a statement, Couche-Tard said yesterday (20 September) that there was “no guarantee that the Casey’s board will fulfill its fiduciary obligations” and “maximize the value of the Casey’s shareholders’ investment”.

Couche-Tard, which has seen a series of takeover bids rejected by the Casey’s board, also hit out at the US firm’s decision to publicise a rival bid from c-store giant 7-Eleven.

The Canadian retailer said it believes the 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”.

7-Eleven issued a $40-a-share offer earlier this month. The bid was rejected but Casey’s decided to hold talks with the firm to see if it could extract a higher bid. Couche-Tard, which has offered $38.50 a share, has yet to be invited into talks.

Couche-Tard accused Casey’s of using the 7-Eleven bid as a “smokescreen” to obtain votes in favour 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”.

In the statement, Couche-Tard demanded that Casey’s reveal the terms and conditions of 7-Eleven’s current proposal.

Couche-Tard also said that recent press releases issued by Casey’s are “misleading and incomplete”.

Couche-Tard said Casey’s did not note that proxy services advisors Institutional Shareholder Services had in its 15 September report urged Casey’s shareholders to show discontent with the board by recommending they withhold their votes from Casey’s lead independent director William Kimball and executive committee member Kenneth Haynie.