Couche-Tard Becomes Principal Owner of Statoil Fuel & Retail

LAVAL, Quebec -- Alimentation Couche-Tard Inc., through its wholly owned subsidiary Couche-Tard Norway AS, now owns 243,593,717 shares, equal to 81.2 percent of the issued and outstanding shares, in Statoil Fuel & Retail ASA.

The move triggers a mandatory offer obligation for all the issued and outstanding shares in Statoil as provided for under the Norwegian Securities Trading Act. The shares are the shares tendered up to and including June 12 under Couche-Tard's voluntary offer for all the issued and outstanding shares of Statoil.

As CSNews Online has been reporting, Couche-Tard made an all-cash offer of $51.20 Norwegian kroner per share, or a total offer price of $2.679 billion, for Statoil earlier this spring. Couche-Tard also paid a special dividend to Statoil of $1.80 kroner per share on May 9, which equates to a total offer price of $53 kroner per share.

Couche-Tard announced yesterday that settlement will occur today, June 19, for shares tendered as of June 12 at 5:30 p.m. Central European Time (CET) as previously communicated. For shares tendered in the period from June 13 to June 20 at 5:30 p.m. CET, settlement will occur on June 26.

Should the acceptance level reach 90 percent under the voluntary offer expiring on June 20, Couche-Tard Norway AS will as soon as possible -- at the latest on July 24 -- and as provided for in the Norwegian Securities Trading Act, initiate a compulsory acquisition (squeeze-out) of any shares not tendered or held by Couche-Tard Norway AS without presenting a mandatory offer.

The notice period for the compulsory acquisition will be two months from when Couche-Tard Norway AS has made public its notification initiating the process, and settlement will be made promptly after expiry of the two-month period. The offer price in the compulsory acquisition will equal the offer price in the voluntary offer of $51.20 kroner per share.

If the 90-percent threshold is not be reached before the voluntary offer expires, Couche-Tard Norway AS will as soon as possible -- at the latest within four weeks from today -- present a mandatory offer for all the issued and outstanding shares in Statoil that it has not already acquired. The mandatory offer will have an acceptance period of four weeks and the offer price in the mandatory offer will equal the offer price in the voluntary offer of $51.20 kroner per share, the latter representing Couche-Tard's best and final offer.