{"header":{"OB_REQUEST_ID":"2ca4057f-2be0-4d1a-bbdd-bfb66e8520c3","result.val":0,"http.code":200,"result.text":"OK"},"data":{"message":{"id":302769,"messageId":302769,"newsId":256604,"title":"Recommended cash offer by Alimentation Couche-Tard Inc. to acquire 100% of the shares of Statoil Fuel & Retail ","body":"\n\n\nOslo, Norway, 18 April 2012 - Statoil Fuel & Retail ASA (Oslo Børs, Ticker: SFR)\n(\"Statoil  Fuel &  Retail\" or  the \"Company\")  announced today an agreement with\nAlimentation  Couche-Tard  Inc.  (\"Couche-Tard\";  TSX:  ATD.A and ATD.B) whereby\nCouche-Tard, through its indirect wholly-owned subsidiary Couche-Tard Norway AS,\nis  launching a voluntary cash offer (the \"Offer\") for 100 percent of the shares\nof  Statoil  Fuel  &  Retail  at  a  consideration  of  NOK 53 per share (before\nreduction for any dividends and other distributions after 31 December 2011). The\nOffer  values the  total share  capital of  Statoil Fuel  & Retail  at NOK 15.9\nbillion.  Statoil Fuel & Retail has been  informed that Statoil ASA, holding 54\npercent  of the shares outstanding,  has undertaken to accept  the Offer for its\nshares in the Company, subject to certain conditions.\n\nThe Offer price represents a premium of 52.5 percent to the closing price on 17\nApril  2012, the last trading day prior to  the announcement of the Offer, and a\npremium  of  47.6 percent,  41.2 percent  and  31.7 percent  respectively to the\nvolume  weighted average share  prices in the  one, three and  six month periods\nending on 17 April 2012.\n\nThe Board of Directors of Statoil Fuel & Retail (the \"Board\") has decided to\nrecommend to its shareholders that they accept the Offer. In addition, all Board\nmembers and members of the executive management holding shares directly or\nthrough investment companies intend to accept the Offer in respect of the shares\nthey hold, subject, in the case of shares acquired by management under incentive\nprogrammes, to any transfer restrictions that may apply thereunder.\n\n\"Our  Board has undertaken a  careful review of the  terms and conditions of the\nOffer  and has  resolved to recommend the Offer, which we believe recognises the\nstrategic  value potential of Statoil Fuel  & Retail and delivers a considerable\ncash  premium to our shareholders,\" says Birger Magnus, Chairman of the Board of\nStatoil  Fuel  &  Retail.  \"Couche-Tard  is  North America's largest independent\nlisted  convenience store operator with a network of approximately 5,800 stores,\nof   which  approximately  4,200 also  sell  transport  fuel,  and  a  strategic\ncommitment  to growing in Europe. We  believe that Couche-Tard would represent a\nsolid industrial owner and that the transaction could deliver interesting growth\nopportunities for the combined organisation,\" continues Magnus.\n\"Couche-Tard  represents a good strategic and operational match for Statoil Fuel\n&  Retail,\" says Jacob Schram, CEO of  Statoil Fuel & Retail. \"We both represent\nstrong  customer-oriented  cultures.  Couche-Tard  has a decentralised operating\nmodel and a track record of reinvesting in its businesses, sharing best practice\nand  empowering its employees,\" he continues. \"As  a company that focuses on its\ncore  expertise  in  convenience  and  fuel  retailing,  Couche-Tard would bring\nadditional  experience to better serve our  customers, while retaining the value\nof our Scandinavian heritage and of the Statoil brand.\"\n\nIn  the proposed acquisition, Statoil  Fuel & Retail would  continue to build on\nits  Scandinavian  heritage  and  it  would  maintain  its  Oslo-based  European\nheadquarters.  In addition,  as part  of a  range of transitional services being\nprovided, Statoil ASA would continue to provide operational support services for\na specified period of time. Key commercial agreements, including sale of refined\noil products, would also continue.\n\nThe  complete details of the Offer, including  all terms and conditions, will be\ncontained  in an offer document to be sent to Statoil Fuel & Retail shareholders\nfollowing approval by the Oslo Stock Exchange. As further detailed and specified\nin Couche-Tard's announcement today and in the offer document, the Offer will be\nsubject  to  the  following  conditions  being  satisfied  or  waived: (a) valid\nacceptances  in respect  of a  number of  shares of  Statoil Fuel & Retail which\nexceeds 90 per cent of the shares and votes in Statoil Fuel & Retail taking into\naccount  any financial  instruments or  agreements giving  the holder a right to\nacquire  shares; (b) no  change, effect, development  or event that  is or would\nreasonably  be  expected  to  have  a  material  adverse effect on the financial\ncondition,  business, assets,  or results  of operations  of the  Statoil Fuel &\nRetail  group having occurred, (c) consent being received from business partners\nunder  any material contract  which gives the  other party a  right to terminate\nsuch  contract as a result of completion of the Offer, (d) Statoil Fuel & Retail\nhaving  conducted  its  business  in  the  ordinary  course,  (e)  all necessary\napprovals  and  permits  from  governmental  and  regulatory  authorities  being\nobtained, (f) no material litigation having been initiated or threatened against\nthe  Statoil Fuel & Retail group  which if adversely determined would reasonably\nbe  expected  to  result  in  a  material  adverse change, (g) no court or other\ngovernmental  or regulatory authority  having taken any  legal action that is in\neffect  and restrains  or prohibits  the consummation  of the  Offer and (h) the\nBoard  not having amended  or withdrawn its  recommendation of the Offer without\nthe consent of the offeror. The Offer is not subject to any financing condition.\n\nStatoil  Fuel & Retail is informed that the Offer period is expected to commence\nas  soon as possible and  no later than 23 April  2012 pending approval from the\nOslo  Børs, the stock exchange in Oslo. The initial offer period will be 20 U.S.\nbusiness  days  (unless  extended).  The  offer  period  may be extended, one or\nseveral times, provided however that the maximum offer period may not exceed 10\nweeks. In the event the offeror has not prior to 31 July 2012 publicly announced\nfulfillment  or waiver of the offer conditions,  the Offer will lapse. The Offer\nwill  be made to U.S.  shareholders in Statoil Fuel  & Retail in accordance with\nthe  Offer document. Further details  of the Offer and  its terms and conditions\nare described in Couche-Tard's announcement dated 18 April 2012.\n\nThe  Board has the right to amend or withdraw its recommendation of the Offer in\nthe  event a more favourable competing offer is announced that is not matched by\nCouche-Tard within five business days of being provided with notice thereof. Any\nsuch amendment or withdrawal will permit Couche-Tard to withdraw from the Offer.\nAs  part  of  the  agreement  with  Couche-Tard,  the  Board  has  entered  into\nundertakings not to solicit offers from third parties.\nABG  Sundal  Collier  Norge  ASA  and  Merrill Lynch International are acting as\nfinancial   advisors to Statoil Fuel & Retail in relation to the Offer, and have\nprovided  fairness opinions to the Board of Statoil Fuel & Retail dated 18 April\n2012. Thommessen is acting as legal advisor to Statoil Fuel & Retail.\n\nNordea Bank Norway, Issuer Services will be the Receiving Agent for the Offer.\n\nStatoil Fuel & Retail update on and reporting of Q1 2012 results\n\nIn  consideration of the  Offer, Statoil Fuel  & Retail has  decided to move the\npublishing  of its results for the  first quarter 2012 to 25 April 2012. Further\ninformation will be provided in a separate stock exchange release.\n\nPress conference and live webcast\n\nAt 09:00 CEST on 18 April  2012, Statoil Fuel & Retail will hold a joint press\nconference with Couche-Tard at the company's headquarters at Sørkedalsveien 8,\nOslo, Norway.\n\nThe presentation will be webcast live. For access visit\nwww.statoilfuelretail.com.\n\nContacts:\n\nKaren Romer, SVP Communications Statoil Fuel & Retail ASA, +47 950 74 950,\nkarrom@statoilfuelretail.com\n\nMitra Hagen Negård, SVP Investor Relations Statoil Fuel & Retail ASA, Tel:\n+47 95 79 36 31, mine@statoilfuelretail.com\n\nFor general questions regarding the offer:\nNordea Bank Norway ASA, Issuer Services,\nTel: +47 22 48 62 62\nFax: +47 22 48 63 49\nIssuerservices@nordea.com\nAbout Statoil Fuel & Retail\n\nStatoil  Fuel &  Retail is  a leading  Scandinavian road transport fuel retailer\nwith  over 100 years of operations in the region. We have a broad retail network\nacross  Scandinavia, Poland, the  Baltics, and Russia  with approximately 2,300\nfull-service (fuel and convenience) or automated (fuel only) stations.\n\nStatoil  Fuel & Retail's other products  include stationary energy, marine fuel,\naviation fuel, lubricants and chemicals. In Europe, we operate 12 key terminals,\napproximately 400 road tankers and 50 depots in eight countries. We also deliver\naviation fuel at 85 airports in ten countries and produce and sell 750 different\nlubricant products.\n\nIncluding  employees at Statoil branded  franchise stations, about 18,500 people\nwork  at  our  sites  across  Europe,  in  our corporate headquarters, our eight\nnational headquarters, our terminals and depots.\n\nAbout Alimentation Couche-Tard Inc\n\nAlimentation  Couche-Tard Inc. is  the leader in  the Canadian convenience store\nindustry.  In North America, Couche-Tard  is the largest independent convenience\nstore operator (whether integrated with a petroleum Corporation or not) in terms\nof  number of company-operated stores. As of January 29, 2012, Couche-Tard had a\nnetwork   of   5,817 convenience  stores,  4,225 of  which  include  motor  fuel\ndispensing.  At the same date, the Corporation  had agreements for the supply of\nmotor fuel to 338 sites operated by independent operators. Couche-Tard's network\nconsists  of 13 business units, including nine in the United States covering 42\nstates  and  the  District  of  Columbia,  and  four  in Canada covering all ten\nprovinces.  More than 53,000 people are employed throughout Couche-Tard's retail\nconvenience network and service centres.\n\n\n\nThis information is subject of the disclosure requirements pursuant to section\n5-12 of the Norwegian Securities Trading Act.\n\n\n[HUG#1603464] \n    ","category":[{"id":1005,"category_no":"INNSIDEINFORMASJON","category_en":"INSIDE INFORMATION"}],"markets":["XOSL"],"issuerId":11206,"correctionForMessageId":0,"correctedByMessageId":0,"issuerSign":"SFR","issuerName":"Statoil Fuel & Retail ASA","instrId":0,"instrumentName":"","instrumentFullName":"","publishedTime":"2012-04-18T05:31:17.277Z","test":false,"numbAttachments":0,"attachments":[],"clientAnnouncementId":"A6AF6B15-5531-4AE6-8DE5-48C9CAE5C264","infoRequired":1,"oamMandatory":1}}}