Slate of directors announced for Casey's takeover bid

The hostile takeover bid for Casey's General Stores Inc. took another step Monday, when Alimentation Couche-Tard Inc. announced a slate of directors to oppose those nominated by Casey's.

The directors will be voted for Casey's annual meeting, which has not been scheduled. It is expected to be held in September.

“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,” said Alain Bouchard, president and CEO of Couche-Tard. “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. We are confident that these nominees will serve in the best interests of Casey's and its shareholders.”

Couche-Tard's nominees are:

• Howard W. Bates, who serves on several boards of directors and supports many charitable organizations.
• Jeffrey N. Brown, chief executive officer of Home News Enterprises L.L.C.
• 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, chief operating officer of Kirr, Marbach & Company, LLC.
• David O. Mann, co-founder and general partner of Spring Mill Venture Partners, LLC.
• Kevin J. Martin, chief financial officer of Johnson Ventures, Inc.
• David B. McKinney, president and chief compliance officer for Reams Asset Management Company.
• Marc E. Rothbart, chief financial officer and senior vice president of SIHO Insurance Services, Inc.

Couche-Tard  also intends to seek to repeal any new by-laws or amendments to Casey's by-laws adopted by Casey's board of directors, without shareholder approval, after June 10, 2009.

The repeal is believed to target an anti-takeover defense adopted by Casey's board of directors, which would have diluted the value of shares acquired by a hostile takeover entity.

Couche-Tard commenced a tender offer on June 2 through an indirect wholly owned subsidiary, to acquire all of the outstanding shares of common stock of Casey's for $36 per share in cash. The all-cash offer represents a 14 percent premium over the closing price of $31.59 per share of Casey's on April 8, the last trading day prior to the public disclosure of Couche-Tard's proposal, a 17 percent premium over the 90-calendar day average closing share price of Casey's as of April 8, 2010, and a 24 percent premium over the one-year average closing share price of Casey's as of April 8.

The transaction has a  value of approximately $1.9 billion.

The tender offer is scheduled to expire at 12:00 midnight, New York City time, on Friday, July 9, 2010, unless extended.