Shares in Caltex closed up 13.5% at a 15-month high of $33.79 after it confirmed a second unsolicited bid from Canadian convenience store giant, Alimentation Couche-Tard (ACT) at a higher price of $8.6 billion.
Couche-Tard’s offer would see it acquire all of Caltex’s shares by way of a scheme of arrangement at an indicative cash price of $34.50 cash per share less any dividends declared by Caltex.
Shares in Caltex closed at $29.79 on Monday. The previous offer price was around $32 a share.
Caltex confirmed in an ASX announcement on Tuesday it had received an “unsolicited, conditional, confidential, non-binding and indicative proposal” from the Laval-based firm which operates 5,000 stores across Canada, the United States, Europe, Mexico, Japan, China, and Indonesia.
“The proposal followed an earlier approach from ACT [Alimentation Couche-Tard at an indicative cash price of $32.00 per share, which was rejected on the basis that the indicative price was inadequate,” Caltex said.
The proposal will allow Caltex to pay a special dividend or other distribution and is subject to a number of conditions.
They include Couche-Tard doing due diligence, organising necessary financing for the transaction, no material asset sales, divestments or similar transactions and the Canadian group obtaining Foreign Investment Review Board approval.
The takeover would also need a unanimous recommendation by Caltex’s board and approval from Couche-Tard’s board.
Tuesday’s announcement follows Caltex’s announcement on Monday of its intention to undertake an initial public offering (IPO) of up to a 49% interest in 250 core Convenience Retail freehold sites.
Caltex said its announcement the IPO “follows significant work Caltex has undertaken over the last 18 months to release value to its shareholders from its property portfolio and builds upon the network review announced in August.”
“The company’s announcement about the IPO is not related to the Proposal,” Caltex said. But a successful bid would see doubt cast on the IPO.
“The discussions between Caltex and ACT are at a preliminary stage, the proposal is highly conditional and there is no certainty that these discussions will result in a transaction,” Caltex said yesterday.
ACT’s website says “Alimentation Couche-Tard Inc. or simply Couche-Tard is a Canadian multinational operator of convenience stores. The company has 15,000 stores across Canada, the United States, Europe, Mexico, Japan, China, and Indonesia. The company operates its corporate stores under mainly Couche-Tard, Circle K, On the Run and also under the affiliated brands 7-jours, Dairy Mart, Daisy Mart, and Winks.”
It is due to release its latest quarterly (its second-quarter) results tonight, Canadian time.
