Casey's General Stores and Alimentation Couche-Tard made their pitches to investors on Thursday to vote for their respective slates of board nominees at Casey's annual meeting next week.
Casey's, which is fending off a $2 billion hostile takeover bid from Couche-Tard, said proxy advisory firm Institutional Shareholder Services had recommended Casey's shareholders re-elect all but two of its director nominees, while Glass Lewis, another leading proxy advisory services firm, recommended supporting all its nominees.
"The company has paid less than its peers, but performed better than its peers," Glass Lewis noted on Casey's executive compensation.
Ankeny, Iowa-based Casey's, which operates more than 1,500 convenience stores in the U.S. Midwest, urged shareholders not to hand over control of the company through a proxy fight, and said it disagreed with ISS's recommendation to withhold support for two of its candidates.
Montreal-based Couche-Tard, Canada's biggest convenience store chain, which has more than 5,800 stores in the United States and Canada, urged the shareholders to support its own slate of board candidates and reiterated its willingness to sweeten its offer for the U.S. company in an open letter to Casey's shareholders.
"If Couche-Tard is granted access into a fair process and has the opportunity to conduct a confirmatory due diligence review of Casey's on the same playing field as 7-Eleven, we would be willing to consider further increasing our offer," Chief Executive Alain Bouchard wrote, adding that Couche-Tard's offer was fully financed and that it expected to keep most, if not all, of Casey's employees in place.
Couche-Tard said it had spent nearly a year trying to negotiate with Casey's, but was consistently rebuffed. It first made its official bid of $36 a share in April.
In a statement, Casey's President and CEO Robert Myers said: "We have serious concerns that Couche-Tard's nominees will not represent the best interests of all Casey's shareholders and instead have one purpose -- a quick sale of Casey's to Couche-Tard at a low price to benefit only Couche-Tard shareholders."
Both sides have accused the other of not acting in the best interest of Casey's shareholders and of making "continual misrepresentations" and "mischaracterizations" about the other.
Casey's confirmed earlier this month it authorized talks with Japan's 7-Eleven, which had made a non-binding offer of $40 a share. 7-Eleven, the world's largest convenience store chain, operates more than 31,400 stores around the world.
Casey's said it might agree to talks with Couche-Tard as well, but only if it sweetened its $38.50 a share bid.
The U.S. firm will hold its annual meeting on Sept. 23 as planned, but said it would continue to evaluate the timing, which Couche-Tard has sought to have delayed.
Couche-Tard shares climbed 78 Canadian cents, or 3.5 percent, to C$23.04 (US$22.45) by Thursday mid-afternoon on the Toronto Stock Exchange. Casey's fell 49 cents, or 1.1 percent to C$43.40 on Nasdaq.
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