Recommended cash offer by Alimentation Couche-Tard Inc. to acquire 100% of the shares of Statoil Fuel & Retail
(Thomson Reuters ONE) -
Oslo, Norway, 18 April 2012 - Statoil Fuel & Retail ASA (Oslo Børs, Ticker: SFR)
("Statoil Fuel & Retail" or the "Company") announced today an agreement with
Alimentation Couche-Tard Inc. ("Couche-Tard"; TSX: ATD.A and ATD.B) whereby
Couche-Tard, through its indirect wholly-owned subsidiary Couche-Tard Norway AS,
is launching a voluntary cash offer (the "Offer") for 100 percent of the shares
of Statoil Fuel & Retail at a consideration of NOK 53 per share (before
reduction for any dividends and other distributions after 31 December 2011). The
Offer values the total share capital of Statoil Fuel & Retail at NOK 15.9
billion. Statoil Fuel & Retail has been informed that Statoil ASA, holding 54
percent of the shares outstanding, has undertaken to accept the Offer for its
shares in the Company, subject to certain conditions.
The Offer price represents a premium of 52.5 percent to the closing price on 17
April 2012, the last trading day prior to the announcement of the Offer, and a
premium of 47.6 percent, 41.2 percent and 31.7 percent respectively to the
volume weighted average share prices in the one, three and six month periods
ending on 17 April 2012.
The Board of Directors of Statoil Fuel & Retail (the "Board") has decided to
recommend to its shareholders that they accept the Offer. In addition, all Board
members and members of the executive management holding shares directly or
through investment companies intend to accept the Offer in respect of the shares
they hold, subject, in the case of shares acquired by management under incentive
programmes, to any transfer restrictions that may apply thereunder.
"Our Board has undertaken a careful review of the terms and conditions of the
Offer and has resolved to recommend the Offer, which we believe recognises the
strategic value potential of Statoil Fuel & Retail and delivers a considerable
cash premium to our shareholders," says Birger Magnus, Chairman of the Board of
Statoil Fuel & Retail. "Couche-Tard is North America's largest independent
listed convenience store operator with a network of approximately 5,800 stores,
of which approximately 4,200 also sell transport fuel, and a strategic
commitment to growing in Europe. We believe that Couche-Tard would represent a
solid industrial owner and that the transaction could deliver interesting growth
opportunities for the combined organisation," continues Magnus.
"Couche-Tard represents a good strategic and operational match for Statoil Fuel
& Retail," says Jacob Schram, CEO of Statoil Fuel & Retail. "We both represent
strong customer-oriented cultures. Couche-Tard has a decentralised operating
model and a track record of reinvesting in its businesses, sharing best practice
and empowering its employees," he continues. "As a company that focuses on its
core expertise in convenience and fuel retailing, Couche-Tard would bring
additional experience to better serve our customers, while retaining the value
of our Scandinavian heritage and of the Statoil brand."
In the proposed acquisition, Statoil Fuel & Retail would continue to build on
its Scandinavian heritage and it would maintain its Oslo-based European
headquarters. In addition, as part of a range of transitional services being
provided, Statoil ASA would continue to provide operational support services for
a specified period of time. Key commercial agreements, including sale of refined
oil products, would also continue.
The complete details of the Offer, including all terms and conditions, will be
contained in an offer document to be sent to Statoil Fuel & Retail shareholders
following approval by the Oslo Stock Exchange. As further detailed and specified
in Couche-Tard's announcement today and in the offer document, the Offer will be
subject to the following conditions being satisfied or waived: (a) valid
acceptances in respect of a number of shares of Statoil Fuel & Retail which
exceeds 90 per cent of the shares and votes in Statoil Fuel & Retail taking into
account any financial instruments or agreements giving the holder a right to
acquire shares; (b) no change, effect, development or event that is or would
reasonably be expected to have a material adverse effect on the financial
condition, business, assets, or results of operations of the Statoil Fuel &
Retail group having occurred, (c) consent being received from business partners
under any material contract which gives the other party a right to terminate
such contract as a result of completion of the Offer, (d) Statoil Fuel & Retail
having conducted its business in the ordinary course, (e) all necessary
approvals and permits from governmental and regulatory authorities being
obtained, (f) no material litigation having been initiated or threatened against
the Statoil Fuel & Retail group which if adversely determined would reasonably
be expected to result in a material adverse change, (g) no court or other
governmental or regulatory authority having taken any legal action that is in
effect and restrains or prohibits the consummation of the Offer and (h) the
Board not having amended or withdrawn its recommendation of the Offer without
the consent of the offeror. The Offer is not subject to any financing condition.
Statoil Fuel & Retail is informed that the Offer period is expected to commence
as soon as possible and no later than 23 April 2012 pending approval from the
Oslo Børs, the stock exchange in Oslo. The initial offer period will be 20 U.S.
business days (unless extended). The offer period may be extended, one or
several times, provided however that the maximum offer period may not exceed 10
weeks. In the event the offeror has not prior to 31 July 2012 publicly announced
fulfillment or waiver of the offer conditions, the Offer will lapse. The Offer
will be made to U.S. shareholders in Statoil Fuel & Retail in accordance with
the Offer document. Further details of the Offer and its terms and conditions
are described in Couche-Tard's announcement dated 18 April 2012.
The Board has the right to amend or withdraw its recommendation of the Offer in
the event a more favourable competing offer is announced that is not matched by
Couche-Tard within five business days of being provided with notice thereof. Any
such amendment or withdrawal will permit Couche-Tard to withdraw from the Offer.
As part of the agreement with Couche-Tard, the Board has entered into
undertakings not to solicit offers from third parties.
ABG Sundal Collier Norge ASA and Merrill Lynch International are acting as
financial advisors to Statoil Fuel & Retail in relation to the Offer, and have
provided fairness opinions to the Board of Statoil Fuel & Retail dated 18 April
2012. Thommessen is acting as legal advisor to Statoil Fuel & Retail.
Nordea Bank Norway, Issuer Services will be the Receiving Agent for the Offer.
Statoil Fuel & Retail update on and reporting of Q1 2012 results
In consideration of the Offer, Statoil Fuel & Retail has decided to move the
publishing of its results for the first quarter 2012 to 25 April 2012. Further
information will be provided in a separate stock exchange release.
Press conference and live webcast
At 09:00 CEST on 18 April 2012, Statoil Fuel & Retail will hold a joint press
conference with Couche-Tard at the company's headquarters at Sørkedalsveien 8,
Oslo, Norway.
The presentation will be webcast live. For access visit
www.statoilfuelretail.com.
Contacts:
Karen Romer, SVP Communications Statoil Fuel & Retail ASA, +47 950 74 950,
karrom(at)statoilfuelretail.com
Mitra Hagen Negård, SVP Investor Relations Statoil Fuel & Retail ASA, Tel:
+47 95 79 36 31, mine(at)statoilfuelretail.com
For general questions regarding the offer:
Nordea Bank Norway ASA, Issuer Services,
Tel: +47 22 48 62 62
Fax: +47 22 48 63 49
Issuerservices(at)nordea.com
About Statoil Fuel & Retail
Statoil Fuel & Retail is a leading Scandinavian road transport fuel retailer
with over 100 years of operations in the region. We have a broad retail network
across Scandinavia, Poland, the Baltics, and Russia with approximately 2,300
full-service (fuel and convenience) or automated (fuel only) stations.
Statoil Fuel & Retail's other products include stationary energy, marine fuel,
aviation fuel, lubricants and chemicals. In Europe, we operate 12 key terminals,
approximately 400 road tankers and 50 depots in eight countries. We also deliver
aviation fuel at 85 airports in ten countries and produce and sell 750 different
lubricant products.
Including employees at Statoil branded franchise stations, about 18,500 people
work at our sites across Europe, in our corporate headquarters, our eight
national headquarters, our terminals and depots.
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 Corporation or not) in terms
of number of company-operated stores. As of January 29, 2012, Couche-Tard had a
network of 5,817 convenience stores, 4,225 of which include motor fuel
dispensing. At the same date, the Corporation had agreements for the supply of
motor fuel to 338 sites operated by independent operators. Couche-Tard's network
consists of 13 business units, including nine in the United States covering 42
states and the District of Columbia, and four in Canada covering all ten
provinces. More than 53,000 people are employed throughout Couche-Tard's retail
convenience network and service centres.
This information is subject of the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Statoil Fuel & Retail ASA via Thomson Reuters ONE
[HUG#1603464]
Unternehmensinformation / Kurzprofil:
Datum: 18.04.2012 - 07:31 Uhr
Sprache: Deutsch
News-ID 136205
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Town:
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"Recommended cash offer by Alimentation Couche-Tard Inc. to acquire 100% of the shares of Statoil Fuel & Retail"
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