All of Alimentation Couche-Tard's
Outstanding Shares to be of a Single Class.
LAVAL, QC, Dec. 3, 2021 /PRNewswire/ - Alimentation
Couche-Tard Inc. ("Couche-Tard" or the "Corporation")
(TSX: ATD.A) (TSX: ATD.B) hereby notifies its
shareholders that in accordance with the articles of the
Corporation all of its outstanding Class B subordinate voting
shares ("Class B Shares") will be automatically converted into
Class A multiple voting shares of the Corporation ("Class A
Shares") on a one-for-one basis on December
8, 2021, contrary to mid-December as previously
communicated. All Class B Shares of the Corporation will be
delisted from the Toronto Stock Exchange ("TSX") at the close of
trading on December 7, 2021.
Commencing on December 8, 2021, only
Class A Shares of the Corporation will trade on the TSX under the
At present, Couche-Tard has two classes of issued shares: Class
A Shares, which carry 10 votes per share, and Class B Shares, which
carry one vote per share. The articles of the Corporation provide
that each Class B Share of the Corporation shall be automatically
converted into a fully paid and non-assessable Class A Share on
such date that all four co-founders of Couche-Tard reach the age of
65 (the "Conversion Event"). On December 8,
2021, all four co-founders will have reached the age of 65,
thereby triggering such Conversion Event.
Upon the occurrence of the foregoing Conversion Event, TSX Trust
Company, Couche-Tard's transfer agent, will send to each registered
holder of Class B Shares on record as at the close of trading on
December 7, 2021:
a notice informing
such Class B shareholders of the Conversion Event and that, in
connection with such Conversion Event, all issued and outstanding
certificates representing Class B Shares are automatically
cancelled, null and void; and
a Direct Registration
System (DRS) statement representing such number of Class A Shares
that is equivalent to the number of Class B Shares held by each
the whole at no cost to the shareholders.
Class B shareholders shall not otherwise be required to return
their certificates representing Class B Shares.
As a consequence of the upcoming Conversion Event, Couche-Tard
intends to amend the terms of its normal course issuer bid ("NCIB")
on the TSX to purchase for cancellation a maximum of 32,056,988
Class A Shares rather than Class B Shares. As at December 2, 2021, Couche-Tard had repurchased for
cancellation 17,717,595 Class B Shares under its NCIB for
US$ 646,500,595 at a weighted average
price of US$36.49 per share.
Following the Conversion Event, under its amended NCIB, Couche-Tard
will therefore be authorized to repurchase for cancellation up to
14,339,393 Class A Shares from December 8, 2021 to April
25, 2022. The terms of the Corporation's NCIB shall
otherwise remain unchanged.
In addition, all equity incentive plans of the Corporation will
cover Class A Shares of the Corporation as of the Conversion Event
Finally, effective on December 8,
2021, the four co-founders of the Corporation, Messrs.
Alain Bouchard, Jacques D'Amours,
Richard Fortin and Réal Plourde,
will terminate the voting agreement to which they were parties and
pursuant to which they had undertaken, among other things, to
exercise their respective direct and indirect voting rights in the
Corporation in favour of each other's election to the board of
directors of the Corporation.
"We have been planning for this for some time," said
Alain Bouchard, Founder and
Executive Chairman of the Board, "All of the founders, including
myself, will remain as members of Couche-Tard's board of directors
and closely involved in the organization. My commitment and
leadership of the business will not change, and I am more confident
than ever before that our size, our winning culture and strategy,
and the structures that we have put in place, both at the executive
management level and from a governance standpoint, will serve the
business well. As always, we will act in the best interest of
our shareholders as we move forward in our vision to become the
world's leader in convenience and mobility. "
About Alimentation Couche-Tard Inc.
Couche-Tard is a
global leader in convenience and fuel retail, operating in 26
countries and territories, with close to 14,200 stores, of which
approximately 10,800 offer road transportation fuel. With its
well-known Couche-Tard and Circle K banners, it is one of the
largest independent convenience store operator in the United States and it is a leader in the
convenience store industry and road transportation fuel retail in
Canada, Scandinavia, the Baltics,
as well as in Ireland. It also has
an important presence in Poland
and Hong Kong SAR. Approximately 124,000 people are employed
throughout its network.
For more information on Alimentation Couche-Tard Inc. or to
consult its quarterly Consolidated Financial Statements and
Management Discussion and Analysis, please visit:
Certain statements in this
press release may constitute forward-looking statements within the
meaning of securities legislation, including those with respect to
the Conversion Event. Positive or negative verbs such as "believe",
"can", "shall", "intend", "expect", "estimate", "assume" and other
related expressions are used to identify such statements. Such
statements are based upon the current beliefs and expectations of
Couche-Tard and are subject to significant risks and uncertainties
outside of Couche-Tard's control. Couche-Tard would like to point
out that, by their very nature, forward-looking statements involve
risks and uncertainties such that its results, or the measures it
adopts, could differ materially from those indicated in or
underlying these statements, or could have an impact on the degree
of realization of a particular projection. Unless otherwise
required by applicable securities laws, Couche-Tard disclaims any
intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise. The forward-looking information in this release is
based on information available as of the date of the release.
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SOURCE Alimentation Couche-Tard Inc.