Casey’s considers third-party offer
Casey’s General Stores Inc. said today that it is negotiating a “consensual transaction” to sell the company for $40 a share, far exceeding the $38.50 offered by Canadian-based Alimentation Couche-Tard Inc. in a hostile takeover bid.
In a press release that also included the Ankeny convenience store operator’s quarterly report and advice to shareholders to reject Couche-Tard’s most recent bid, Casey’s President and CEO Robert Myers said the company was under no obligation to reveal the company in which it has entered talks for a “consensual” buyout.
The announcement, combined with quarterly results that saw earnings grow to 73 cents a share, drove Casey’s stock to a high of $42.15 this morning. The stock closed at $38.90 on Sept. 3 and was trading later this morning at $41.59 a share at 10:49 a.m. Iowa time.
“Don’t turn the keys over to Couche-Tard at this critical time in Casey’s history,” the company said in its press release.
Couche-Tard is one of the largest convenience store operators in North America. On April 8, it offered $36 a share for all of Casey’s stock. Within an hour of the announcement, Couche-Tard cashed in nearly 2 million shares of Casey’s for a profit of about $10 million.
Casey’s accused the company of selling the stock in an attempt to hold down any natural increases in stock price that would have occurred as a result of the takeover announcement.
Couche-Tard later increased the offer to $36.75, then to $38.50 and extended the offer through Sept. 30.
Casey’s board of directors has rejected every offer from Couche-Tard.
Casey’s recently repurchased 26 percent of its outstanding stock at $38 a share.
The company announced a dividend of 13.5 cents a share, a 35 percent increase.
“This quarter the Board is allocating the same aggregate dollars as last quarter even though the total share count is approximately 37.8 million, 26 percent lower than it was prior to the recapitalization. Thus, our ongoing shareholders are receiving the considerable benefits of one of the highest dividend payout ratios in the convenience store industry,” the company said.
The dividend is payable Nov. 15 to shareholders of record on Nov. 1.
Casey’s said today that costs associated with fending off the hostile takeover reduced overall earnings for the quarter by 9 cents. The company reported basic earnings of 73 cents.
In addition, Casey’s plans to acquire another 52 stores by the end of the year.
In the press release, Casey’s said the $40 offer still undervalues the company. It said analysts now place the value of the company at $45 a share.
Couche-Tard said today that it remains the only company that has made a real offer for Casey’s, and it chided Casey’s board of directors and management, saying they “are not acting in the best interest of all shareholders of Casey’s.”
Couche-Tard is attempting to replace the board with candidates who would be sympathetic to the tender offer.
Couche-Tard also repeated its criticism of the $500 million refinancing package that Casey’s used to pay for its stock buyout. Couche-Tard maintains lenders could receive $100 million under a “poison put” in which they would be paid off in the event Casey’s changes ownership.
Analyst Michael Broudo said Couche-Tard is missing the message that it is going to have to pay more than $40 a share to acquire Casey’s.
“I think Couche-Tard has been fiscally prudent to a fault,” Broudo said. He is a merger specialist with Miller Tabak + Co. LLC and has commented frequently on the takeover attempt.
Broudo noted that Couche-Tard has been able to acquire other convenience store operators at low prices, but will not be able to strike a good deal for Casey’s.
“For whatever reason, they didn’t think they had to pay up,” Broudo said.