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LAVAL, Quebec -- As promised last week, Alimentation Couche-Tard Inc. revealed a slate of nine independent candidates that it plans to nominate for election to the Casey's General board of directors, at Casey's General's 2010 annual shareholder meeting.
"Though it remains our strong preference to enter into a negotiated transaction with Casey's, we are committed to pursuing a combination of our two companies. To reinforce that commitment, we are nominating a full slate of nine directors for election to the Casey's board who will exercise independent judgment in considering the Couche-Tard tender offer," Alain Bouchard, president and CEO of Couche-Tard, said in a statement. "We are confident that these nominees will serve in the best interests of Casey's and its shareholders."
The nominees are:
-- Howard W. Bates, who serves on several boards of directors and supports many charitable organizations;
-- Jeffrey N. Brown, CEO of Home News Enterprises LLC;
-- Hugh L. Cooley, who retired from Shell Oil Products US in July 2009;
-- G. Terrence Coriden, Of-Counsel for Dugan & Voland LLP and a founder of Coriden Law Office LLC;
-- Mickey Kim, COO of Kirr, Marbach & Co. LLC;
-- David O. Mann, co-founder and general partner of Spring Mill Venture Partners LLC;
-- Kevin J. Martin, CFO of Johnson Ventures Inc.;
-- David B. McKinney, president and Chief Compliance Officer for Reams Asset Management Co.; and,
-- Marc E. Rothbart, CFO and senior vice president of SIHO Insurance Services Inc.
In response to the filing, Casey's General issued a statement that said: "Casey's board will evaluate Couche-Tard's submission and candidates consistent with the Company's bylaws."
Couche-Tard's action follows a tender offer made directly to the convenience store chain's shareholders last week to acquire all the outstanding shares of common stock of Casey's General at $36 per share -- totaling around $1.9 billion. CSNews Online reported at the time Couche-Tard executives hoped the offer will move Casey's board to open up negotiations for a friendly merger of the two convenience store companies.
"We hope to see Casey's management accept our offer," Raymond Pare, CFO of Couche-Tard, told CSNews Online in an interview last week. "We encourage shareholders to take steps to work with Casey's to bring them to the table."
Along with filing its formal notice of intention to nominate candidates to Casey's General's board, Couche-Tard said it also intends to seek to repeal any new by-laws or amendments to Casey's General's by-laws that were adopted by Casey's board without shareholder approval after June 10, 2009. This would include a "poison-pill" amendment adopted by Casey's board in late May in efforts to prevent a hostile takeover of the Ankeny, Iowa-based c-store chain by Couche-Tard.
Couche-Tard Execs Provide Insight Into Casey's General Offer
Casey's Adopts Poison Pill to Thwart Couche-Tard Takeover