Couche-Tard Norway Begins Compulsory Share Acquisition

Assumes ownership of all shares under Norwegian law

Published in CSP Daily News

LAVAL, Quebec -- Alimentation Couche-Tard Inc. has announced that its wholly owned subsidiary Couche-Tard Norway AS has resolved to carry out a compulsory acquisition of all the shares in Statoil Fuel & Retail ASA owned by shareholders other than Couche-Tard Norway. Couche-Tard Norway has as a consequence of this assumed ownership of all shares in SFR.

The offered redemption price is 51.20 Norwegian Krone ($8.93 U.S.) per share, which equals the 51.20 Krone offered under the voluntary offer presented by Couche-Tard Norway.

Couche-Tard announced the $2.7 billion bid on April 18. The all-cash offer for all the issued and outstanding shares of Statoil was for 51.20 Krone per share in cash (53.00 Krone [$9.22 U.S.] before dividend of 1.80 Krone paid to shareholders on May 9).

( Click here for previous CSP Daily News coverage of the deal.)

Couche-Tard Norway confirms that after the 2nd settlement on June 26, 2012 of the voluntary offer from Couche-Tard Norway to acquire all the shares in SFR, Couche-Tard Norway owns 296,487,760 shares, equal to 98.83% of the shares in SFR. Of these shares, 94.07% of the shares were purchased on basis of the voluntary offer, while 14,274,692 shares, equal to 4.76% of the shares, were purchased in the market. The offer price of 51.20 Krone is the highest price paid or agreed by Couche-Tard Norway and related parties for any SFR share.

The board of Couche-Tard Norway has, effective from June 29, 2012, resolved to carry out a compulsory acquisition of all the remaining shares in SFR not owned by Couche-Tard Norway pursuant to the Norwegian Public Limited Liability Companies Act. Couche-Tard Norway has as from such date assumed ownership of all shares in SFR.

Any objections to, or rejections of, the offered redemption price must be raised prior to Sept. 4, 2012. Former SFR shareholders who do not object to, or reject, the offered redemption price within this deadline will lose their right to object to, or reject, the offered redemption price and are deemed to have accepted the offer.

As soon as Couche-Tard Norway and related parties have taken over ownership to 100% of the shares in SFR, the board of directors of Couche-Tard Norway has resolved the apply to Oslo Bors (Oslow Stock Exchange) for a delisting of the shares in SFR.

As of Jan. 29, 2012, Laval, Quebec-based Couche-Tard had a network of 5,817 c-stores, 4,225 of which include motor fuel dispensing. It supplies motor fuel to 338 sites operated by independent operators. Couche-Tard's network consists of 13 business units, including nine in the United States covering 42 states and the District of Columbia (primarily under the Circle K flag), and four in Canada covering all 10 provinces (primarily under the Mac's and Couche-Tard flags).