UPDATE 3-Casey's urges shareholders to back existing board

Mon Aug 23, 2010 4:40pm EDT

* Looks to block Couche-Tard board nominees

* Says current board delivers value

* Says no basis for discussion with Couche-Tard (Adds details, updates shares; in U.S. dollars unless noted)

By Solarina Ho

TORONTO, Aug 23 (Reuters) - Casey's General Stores (CASY.O), the target of a hostile takeover bid by Alimentation Couche-Tard (ATDb.TO), appealed to shareholders on Monday to re-elect its existing directors and stop Couche-Tard's attempt to gain influence over the board.

With exactly a month left before its annual meeting on Sept. 23, Casey's sent a letter to investors outlining how the policies of its current board would deliver more value than Couche-Tard's "illusory" $1.9 billion, or $36.75 a share, takeover offer for the U.S. convenience-store chain.

Montreal-based Couche-Tard, the biggest independent convenience-store operator in North America in terms of company-operated stores, has put up candidates for all eight members of the board of Casey's as part of its push to take over the Midwest chain and its 1,500-plus stores.

Couche-Tard, which will report its first-quarter results on Tuesday, currently operates more than 5,800 stores in Canada and the United States, including the Mac's and Circle K banners.

"Couche-Tard's proposal to replace our highly qualified, experienced directors with its hand-picked nominees has one purpose -- a quick sale of Casey's to Couche-Tard at a low price," President Robert Myers said in his letter on Monday.

He reiterated Casey's positive stock performance relative to its peers, the company's consistent growth over the past 10 years, and highlighted the beneficial impact of the company's $500 million recapitalization plan on future earnings.

The recapitalization plan, launched late July, includes a share buyback that offers between $38 and $40 a share for 25 percent of outstanding stock and should be completed this Wednesday when the Dutch auction ends. The plan will be financed through a private placement of 5.22 percent senior unsecured notes due in 2020. [ID:nSGE66R0II]

The notes include a "poison pill" clause that requires Casey's to pay noteholders about $95 million in penalties plus outstanding principal and interest if any party acquires 35 percent or more of the company's outstanding shares or if shareholders vote to replace the majority of the board.

Casey's has repeatedly spurned the takeover efforts and has come under attack from Couche-Tard and some of its own shareholders for not engaging in discussions with the Canadian company ever since it made its first move over four months ago.

In the letter, Casey's said Couche-Tard's "lowball offer" and corresponding actions have led its board to conclude there was no basis for discussions.

Couche-Tard, whose latest bid expires August 30, was not immediately available for comment.

Shares of Couche-Tard closed down 50 Canadian cents, or 2.3 percent, at C$20.98 on the Toronto Stock Exchange. Casey's stock finished 6 cents higher at $37.74 on Nasdaq.

($1=$1.05 Canadian) (Reporting by Solarina Ho; editing by Rob Wilson)

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