Casey's General Stores SC TOT Third party tender offer statement | CASY 2 Jun 10

Alimentation Couche-Tard

Offer to Acquire Casey’s General Stores

June 2010

Exhibit (a)(5)(C)

Transaction highlights

Consideration

Premium and

valuation

Financing

•

All-cash offer at $36.00 per Casey’s share

•

Implies a total enterprise valuation of $1.9 billion

•

Implied multiples of 7.4x EV / LTM EBITDA and $1.3 million EV

per store are above historical average multiples of 6.3x and

$662 thousand for precedent c-store transactions

•

24% premium to Casey’s pre-announcement 1-year average

share price

•

14% premium to Casey’s pre-announcement share price

•

Transaction not contingent on due diligence review

•

Financing through cash on hand, borrowings under existing credit

facilities and new bank or bond financing

Compelling strategic rationale

•

Creates largest independent corporate-store operator

in North America with ~ 7,400 locations

•

Expands geographic footprint across North America

•

Enhances scale and efficiency

•

Uniquely positions Couche-Tard to generate more

cash flow

•

Delivers immediate premium to Casey’s shareholders

•

Casey’s stakeholders become part of bigger

organization with benefits of a decentralized business

model empowering its employees

1,000

4,396

383

1,387

1,649

1,598

1,507

900

386

527

7,100

1,487

4,596

3,367

3,601

428

1,302

498

8,100

7,390

5,883

4,639

4,144

3,984

1,815

1,649

1,598

1,507

1,305

900

884

527

777

5,903

1,487

7-Eleven

Pro forma

Couche-Tard

Shell

ExxonMobil

Chevron

Valero

Pantry

Marathon

Casey's

ConocoPhillips

Cumberland

Farms

Tesoro

Susser

Company-operated

Affiliated / Franchises

Creates the largest independent corporate-store

operator in North America

Source:

Public filings / data, websites, press releases.

Note:

Most recent data as of June 1, 2010.

(1)

Denotes U.S. locations.

(1)

Alimentation Couche-Tard at a glance

•

Largest independent convenience store

operator in North America by company-

operated stores

•

#1 Canadian convenience store operator

•

Alain Bouchard, CEO, started the chain in

1980 with one store

•

Strong network of 5,883 convenience

stores in U.S. and Canada

•

Owns real estate for 1,300+ sites

•

Attractive in-store merchandise mix

•

Highly decentralized operations with less

than 20 people at corporate offices

•

Strong financial performance in challenging

economic environment

•

Focus on expense reduction and

deleveraging

•

Management owns approximately 22% of

the company

Total stores –

by geography

Canada

35%

65%

Total stores –

by channel

LTM Sales

LTM Gross profit

Merchandise

37%

Motor Fuel

63%

Motor Fuel

23%

Merchandise

77%

Affiliated

25%

Company

75%

5,883 stores

$15.4 billion

$2.5 billion

Couche-Tard has a large presence in the U.S.

•

3,846 stores in the U.S. –

65% of total stores

•

Presence in 43 states and Washington D.C.

•

8 out of 11 divisions in the U.S.

•

36,000 employees out of 53,000 are in the U.S. –

68% of total

•

79% of revenues come from U.S. divisions

100%

79%

Canada

21%

84%

Canada

16%

Couche-Tard

Casey’s

Pro-forma Couche-Tard

Note:

Based on LTM sales as of January 31, 2010.

History of Couche-Tard

IPO

34 Store Network

3rd Public Offering

Acquired 245 Provi-Soir

Stores and 50 Wink’s Stores

Alain Bouchard Started

the Chain with one store

2nd Public Offering

304 Store Network

Entry into Ontario, Western Canada

976 Stores under Mac’s, Mike’s Mart

and Becker’s Banners

part

Silcorp

Acquisition

Added to U.S. Midwest

287 Dairy Mart

Stores

4th Public Offering

Entry into U.S. Midwest

225 Bigfoot

Stores as part

of Johnson Oil Acquisition

Further Penetration of U.S. Midwest

92 Dairy Mart

43 Clark Retail

Stores

Acquired Dunkin’

Donuts

Quebec Master Franchise

Acquired Circle K, 2nd largest

independent convenience store in U.S.

Franchise agreement

with Grupo Kaltex, S.A.

de C.V. for 250 stores in

Mexico within the next

five years

Acquisition of 236 sites from Shell Oil

Products US and its affiliate Motiva

Enterprises LLC

Couche-Tard and Irving

Oil Limited expand

partnership to include

252 stores across Atlantic

Canada and New England

Couche-Tard

offers to acquire

Casey’s at $36.00

per share

Added a

total of 496

stores

Acquisition of

43 company-

operated

and

444 franchises

from

Exxon

Mobil

2.3x

1.4x

0.8x

0.4x

1.5x

1.3x

1.0x

1.2x

At Circle K

transaction close

2004

2005

2006

2007

2008

2009

LTM

Longstanding history of successful acquisitions

and de-leveraging

Couche-Tard rapidly de-leveraged following its successful acquisition of Circle K

Total net debt / EBITDA

Recent acquisitions

Note:

2004 figures are pro forma for Circle K transaction.

(1)

Represents 50% interest in RDK Ventures LLC, a joint venture with Shell Oil Products US (100 stores).

Couche-Tard already operated 32 of these stores prior to entering into the JV.

Adjusted net debt / EBITDAR

3.7x

2.9x

2.5x

3.2x

2.9x

3.0x

4.2x

FYE April 2004

Banner

# stores

2,279

Total

2,333

FYE April 2005

Banner

# stores

Pump N Stop

Total

FYE April 2006

Banner

# stores

Winners Banner

Total

102

FYE April 2007

Banner

# stores

All Star

Groovin

Noovin

236

Spectrum Stores

Total

496

FYE April 2008

Banner

# stores

Sterling Stores

Others

Total

FYE April 2009

Banner

# stores

Exploitation Quali-T

Spirit Energy

Others

Total

107

LTM

Banner

# stores

444

RDK joint venture

(1)

Total

537

Enhanced store network

International Locations:

China, Guam, Hong Kong, Indonesia, Japan,

Macao, Mexico, Vietnam

Company operated: 4,396

Affiliated: 1,487

Total stores: 5,883

Owned real estate: 1,300+ locations

Source: Company information.

Note:

Store count in each region as of January 31, 2010.

Casey’s portfolio is geographically complementary to Couche-Tard

Total stores: 1,507

370

418

284

105

Casey’s retail footprint

Couche-Tard’s retail footprint

GREAT LAKES REGION

Corporate stores: 459

Affiliated stores: 258

MIDWEST REGION

Corporate stores: 423

Affiliated stores: 69

SOUTHEAST REGION

Corporate stores: 267

Affiliated stores: 56

SOUTHWEST REGION

Corporate stores: 225

Affiliated stores: 198

ARIZONA REGION

Corporate stores: 626

Affiliated stores: 24

WEST COAST REGION

Corporate stores: 163

Affiliated stores: 320

CENTRAL CANADA

Corporate stores: 572

Affiliated stores: 203

WESTERN CANADA

Corporate stores: 282

Affiliated stores: 0

EASTERN CANADA

Corporate stores: 676

Affiliated stores: 304

FLORIDA REGION

Corporate stores: 405

Affiliated stores: 4

GULF REGION

Corporate stores: 298

Affiliated stores: 51

Combined company with enhanced scale and

efficiency

Merchandise sales / company-operated store

Gasoline gallons / company-operated store

1,199

840

Couche-Tard

Casey's

($ in 000)

Merchandise margin

Gasoline margin –

cpg

32.9%

42.1%

Couche-Tard

Casey's

13.8¢

13.7¢

Couche-Tard

Casey's

(Gallons in 000)

$949

$1,375

Couche-Tard

Casey's

Note:

Represent LTM figures as of January 31, 2010.

U.S. operations only for Couche-Tard.

Gasoline margins before deduction of credit card fees.

$30.00

$32.00

$34.00

$36.00

Trading Value

(Pre-Announcement)

Offer Price

Couche-Tard’s offer presents a compelling value

for Casey’s shareholders

•

Couche-Tard’s all-cash offer of $36.00 per share represents:

•

7.4x EV / LTM EBITDA and $1.26 million per store

•

24% premium to Casey’s pre-announcement 1-year average share price and

9% premium to its pre-announcement all-time high share price

•

Immediate liquidity for Casey’s shareholders in an uncertain economic

environment and removes any uncertainty with respect to future stock

performance

Immediate

Shareholder

Premium

1983

1986

1989

1992

1995

1998

2001

2004

2007

2010

$18

$27

$36

Casey’s stock price performance since IPO

Cash offer of $36 per share

Source:

FactSet

Research Systems.

Prior to Couche-Tard’s offer, Casey’s had never traded at or above $36 per share

Casey’s stock price performance prior to Couche-Tard offer

Couche-Tard’s offer is at a premium multiple to

precedent c-store transactions

7.5x

5.1x

7.9x

5.1x

5.5x

8.6x

5.4x

5.8x

6.1x

6.6x

Susser /

Town &

Country

Wellspring

Capital /

Susser

Green Valley

Acquisition /

Uni-Mart

Couche-Tard /

Circle K

The Pantry /

Golden Gallon

(Ahold)

Sunoco /

Speedway

SuperAmerica

Uni-mart /

Orloski Services

Station

Tosco /

Exxon

Apollo /

Clark

USA

Tosco /

Circle K

Enterprise Value / LTM EBITDA

Implied transaction multiple: 7.4x

Average

6.3x

Source:

Public filings, press releases and research reports.

Note:

Purchase

price

multiple

the

squeeze-out

7-Eleven

its

Japanese

parent

IYG

Holding

2005

not

included

–

not

comparable

the

purchase

price

included

very

valuable 7-11 licenses, plus 7-11 has a different model due to its high number of franchised stores.

Announce date:

09/07/07

12/25/05

07/04/04

10/03/03

08/03/03

02/03/03

04/21/00

12/01/99

05/01/99

02/01/96

EV ($MM)

$361

$277

$90

$830

$187

$140

$41

$860

$230

$921

LTM EBITDA

$49

$54

$11

$163

$31

$25

$160

$35

$159

($MM)

Couche-Tard’s offer is at a premium multiple to

precedent c-store transactions (cont’d)

Implied transaction multiple: $1,260

Average

$662

Enterprise

Value

Store

($ thousands)

Announce date

12/25/05

07/04/04

10/03/03

08/03/03

02/03/03

04/21/00

12/01/99

05/01/99

02/01/96

EV ($MM)

$277

$90

$830

$187

$140

$41

$860

$230

$921

No. of Stores

319

285

1,663

138

193

1,740

672

2,300

Source:

Public flings, press releases and research reports.

Note:

Store count includes all stores regardless of owned vs. leased and operated vs. dealer. Purchase price multiple of the squeeze-out of 7-Eleven by its Japanese parent IYG

Holding in 2005 is not included – not comparable as the purchase price included very valuable 7-11 licenses, plus 7-11 has a different model due to its high number of

franchised stores. Susser / Town & Country EV/store multiple excluded from average as Town & Country stores generated significantly higher volume and profitability and

therefore are not comparable to Casey's.

$868

$315

$499

$1,355

$725

$494

$342

$400

$958

Wellspring

Capital / Susser

Green Valley

Acquisition

/ Uni-

Mart

Couche-Tard /

Circle K

The Pantry /

Golden Gallon

(Ahold)

Sunoco /

Speedway

SuperAmerica

Uni-mart /

Orloski

Services

Station

Tosco / Exxon

Mobil

Apollo /

Clark USA

Tosco /

Circle K

Limited potential interlopers

•

Limited interest from other potential strategic buyers

•

Many potential strategic buyers lack the financial wherewithal for an all-cash

offer

•

Couche-Tard has the most compelling strategic rationale for acquiring

Casey’s due to complementary geographic presence and potential synergies

•

A financial buyer would not achieve adequate investment returns at a premium

to Couche-Tard’s offer

•

No potential synergies –

Casey’s is not a turn-around story; currently a well

operated business

•

Historically hesitant to invest in C-store space given the volatility of the gas

business

•

Limited capacity to monetize Casey’s real estate with a sale-leaseback

transaction

•

Assuming aggressive revenue growth and EBITDA margins, sponsor returns

are in the mid-to-high teens

•

Previous sponsor investments in C-store sector didn’t create value for the

buyers

Why has Couche-Tard commenced a tender offer?

•

Couche-Tard has repeatedly expressed its openness to working with Casey’s to

negotiate a transaction, but Casey’s has refused

•

Couche-Tard

believes

shareholders

should

have

the

opportunity

decide

its

offer for themselves

•

We believe Couche-Tard’s offer benefits Casey’s

–

Shareholders

–

Employees

–

Customers

–

Communities

Financing considerations

•

This all-cash offer is expected to be funded through cash on hand,

borrowings under existing credit facilities and new bank or bond

financing

•

We believe financing commitments can be secured, as necessary

•

At transaction close, Couche-Tard is expected to have pro forma

leverage of 3.3x debt/EBITDA and will generate significant free cash

flow to reduce leverage substantially within two years

Integration strategy

Couche-Tard expects that:

•

Couche-Tard’s decentralized business model will allow it to run Casey’s

as a stand-alone business unit

•

No significant capital expenditures will be required to integrate Casey’s

•

Casey’s store banner will remain in place (no re-branding / remodels

required) and will continue to be grown as a rural store format in the

U.S. Midwest region

•

There is a possibility to leverage Casey’s wholesale and distribution

capabilities

•

There is a possibility to implement best practices from Casey’s and

Couche-Tard

Path forward

Launch tender offer

File HSR

Nominate Directors to Casey’s Board

Shareholder vote at Casey’s annual

meeting

Couche-Tard is

committed to

completing the

transaction

Appendix

Casey’s relative trading performance

Source:

FactSet Research Systems.

Note:

C-Stores index includes Couche-Tard, Pantry and Susser.

Casey’s stock price is not depressed relative to other convenience stores

30.6%

(21.5%)

(41.2%)

(30.3%)

6/1/07

2/29/08

11/28/08

8/31/09

6/1/10

100

120

140

160

S&P 500

S&P Retail

Casey's General Stores, Inc.

C-Stores

Casey's General Stores (CASY) SC TO-TThird party tender offer statement