LAVAL, QC, Oct. 8, 2021 /PRNewswire/ - Alimentation
Couche-Tard Inc. ("Couche-Tard" or the "Company") (TSX: ATD.A)
(TSX: ATD.B) today announced that it entered into a private
agreement with Développements Orano Inc. ("Orano"), a corporation
controlled by Mr. Alain Bouchard,
founder and the executive chairman of Couche-Tard, for the
repurchase for cancellation of 6,351,895 Class B subordinate voting
shares of Couche-Tard ("Class B shares") held by Orano at a price
of $47.23 per Class B share, for a
total consideration of approximately $300
million.
The repurchase price represents a discount of 2% on the closing
price of the Class B shares on the Toronto Stock Exchange ("TSX")
on October 7, 2021. The repurchase
will be paid using Couche-Tard's cash on hand or other available
financing sources.
A special committee (the "Special Committee") of Couche-Tard's
board of directors (the "Board"), composed exclusively of
independent directors, was established in connection with the share
repurchase. After consultation with its external legal advisor
Norton Rose Fulbright Canada LLP and financial advisor Scotiabank
and the receipt of an opinion regarding the fairness of the terms
of the transaction from Scotiabank, the Special Committee
unanimously determined that the share purchase was in the best
interest of the Company and recommended that the Board approve the
transaction. A favorable decision was obtained from the Autorité
des marches financiers to exempt Couche-Tard from issuer bid
requirements under applicable securities legislation.
Following the recommendation of the Special Committee, the share
repurchase was also unanimously approved by the Board. All non
independent directors, including M. Alain
Bouchard, refrained from voting on matters relating to the
transaction.
"This transaction represents a unique opportunity for
Couche-Tard to repurchase shares at an attractive price, which will
create value for all shareholders" said Eric Boyko, Director and Chair of the Special
Committee.
The transaction is entered into by Mr. Bouchard for estate
planning purposes. After completion of the repurchase, there will
be 249,025,101 Class A multiple voting shares and 815,764,575
Class B shares issued and outstanding, and Mr. Bouchard
will continue to beneficially own, directly or indirectly, or
exercise control or direction over approximately 35.1% of the total
voting rights attaching to the Company's shares, as compared to
approximately 35.3% prior to the repurchase.
"Over the last four decades, Couche-Tard has become a world
leader in convenience and mobility," said Mr. Bouchard. "I am more
confident than ever before that our size, our winning culture and
strategy, and the structures that we have put in place, both at the
leadership level and from a governance standpoint, will serve the
business well as we grow into an even stronger, more innovative
company. I will continue my commitment and leadership of
Couche-Tard as we make our customers lives a little easier every
day." Mr. Bouchard also indicated that he has no intention of
disposing of additional Couche-Tard shares in the near future.
The share repurchase will be made in connection with the
Company's normal course issuer bid ("NCIB") commenced on
April 26, 2021. Under the NCIB,
Couche-Tard is authorized to repurchase up to 32,056,988 Class B
shares until the earlier of April 25, 2022 or the date on
which the Company will either have acquired the maximum number of
Class B shares allowable under the NCIB or otherwise decided not to
make any further purchases for cancellation under it. On
October 6, 2021, the TSX approved an
amendment to the NCIB intended to allow the Company to proceed with
purchases outside the facilities of the TSX by private agreements
pursuant to exemption orders issued by securities regulators. As at
October 7, 2021, the Company had
repurchased 8,470,700 Class B shares under its current NCIB.
Information regarding the share repurchase, including the number
of Class B shares purchased and aggregate repurchase price paid,
will be available on SEDAR at www.sedar.com following the
completion thereof. Couche-Tard will not issue any additional press
release announcing the completion of this share repurchase.
About Alimentation Couche-Tard Inc.
Couche-Tard is a global leader in convenience and fuel retail,
operating in 26 countries and territories, with close to 14,200
stores, of which approximately 10,800 offer road transportation
fuel. With its well-known Couche-Tard and Circle K banners, it is
one of the largest independent convenience store operator in
the United States and it is a
leader in the convenience store industry and road transportation
fuel retail in Canada,
Scandinavia, the Baltics, as well as in Ireland. It also has an important presence in
Poland and Hong Kong SAR.
Approximately 124,000 people are employed throughout its
network.
For more information on Alimentation Couche-Tard Inc. or to
consult its quarterly Consolidated Financial Statements and
Management Discussion and Analysis, please visit:
https://corpo.couche-tard.com/en/.
Forward-Looking Statements
Certain statements in this press release may constitute forward
looking statements within the meaning of securities legislation,
including those with respect to the potential transaction. Positive
or negative verbs such as "believe", "can", "shall", "intend",
"expect", "estimate", "assume" and other related expressions are
used to identify such statements. Such statements are based upon
the current beliefs and expectations of Couche-Tard and are subject
to significant risks and uncertainties outside of Couche-Tard's
control. Couche-Tard would like to point out that, by their very
nature, forward-looking statements involve risks and uncertainties
such that its results, or the measures it adopts, could differ
materially from those indicated in or underlying these statements,
or could have an impact on the degree of realization of a
particular projection. Unless otherwise required by applicable
securities laws, Couche-Tard disclaims any intention or obligation
to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise. The
forward-looking information in this release is based on information
available as of the date of the release.
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SOURCE Alimentation Couche-Tard Inc.