Alimentation Couche-Tard Inc. (“Couche-Tard”) announced today it has signed a definitive agreement for a voluntary offer to acquire all of the issued and outstanding shares of Statoil Fuel & Retail ASA (SFR/Oslo Børs) (“Statoil Fuel & Retail”) for cash consideration of NOK 53 per share before reduction for any dividends and other distributions after December 31, 2011 (the “Offer”), valuing the total share capital of Statoil Fuel & Retail at NOK 15.9 billion (US$ 2.8 billion) and transforming Couche-Tard into a leading global convenience store operator.
Statoil Fuel & Retail is the #1 Scandinavian convenience and fuel retailer with over 100 years of operations in the region. It has a broad network and leading market share across Scandinavia and the Baltic States, as well as a growing presence in Poland with approximately 2,300 full-service or automated stations of which approximately 68% are company-operated.
The Offer represents a premium of 52.5% to the closing price of the Statoil Fuel & Retail shares on April 17th, 2012, the last trading day prior to the announcement of the Offer, and a premium of 31.7% to the volume weighted average share price for the six month period ending on April 17th, 2012. Total transaction enterprise value is approximately US$3.6 billion on a fully diluted basis.
Statoil Fuel & Retail’s Board of Directors has approved the transaction and recommends that shareholders accept the Offer. In addition, Couche-Tard has entered into an agreement with Statoil ASA, the principal shareholder of Statoil Fuel & Retail, pursuant to which Statoil ASA has committed to tender its 54% interest in Statoil Fuel & Retail to the Offer, subject to certain conditions.
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. Nordea Bank Norway, Issuer Services will be the receiving agent for the Offer.
About Statoil Fuel & Retail ASA
Statoil Fuel & Retail ASA is a leading Scandinavian road transport fuel retailer with over 100 years of operations in the region. It has 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. InEurope, it operates 12 key terminals, approximately 400 road tankers and 50 depots in eight countries. Statoil Fuel & Retail also delivers aviation fuel at 85 airports in ten countries and produces and sells 750 different lubricant products.
Including employees at Statoil branded franchise stations, about 18,500 people work at its sites across Europe, in its corporate headquarters, its eight national headquarters, its 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 Canadacovering all ten provinces. More than 53,000 people are employed throughout Couche-Tard’s retail convenience network and service centers.