Couche-Tard Completes Acquisition of Statoil Fuel & Retail

Alimentation Couche-Tard Inc. (“Couche-Tard”) announced on June 29, 2012, that its wholly owned subsidiary, Couche-Tard Norway AS, had completed the acquisition of all of the shares of Statoil Fuel & Retail ASA (“Statoil Fuel & Retail”) for NOK51.20 per share in cash (or an aggregate purchase price of approximately US$2.6 billion).

In connection with the acquisition, Couche-Tard entered into a new three-year US$3.2 billion acquisition credit facility with a syndicate of lenders, which was co-arranged and co-led by National Bank Financial, UBS, Rabobank, Scotiabank, HSBC and Bank of Tokyo-Mitsubishi, with National Bank of Canada acting as administrative agent.

Alimentation Couche-Tard Inc. is the leader in the Canadian convenience store industry. In North America, Couche-Tard is the largest independent convenience store operator in terms of number of company-operated stores.

As of January 29, 2012, Couche-Tard had a network of 5,817 convenience stores, 4,225 of which include motor fuel dispensing.

Couche-Tard's network consists of 13 business units, including nine in the United States, covering 42 states and the District of Columbia, and four in Canada covering all 10 provinces.

More than 53,000 people are employed throughout Couche-Tard's retail convenience network and service centres.
Couche-Tard's stores offer a broad mix of food products, beverages, other merchandise and services and motor fuel. They are grouped under the brands: Couche-Tard, Mac's and Circle K.

Statoil Fuel & Retail is the premier Scandinavian convenience and fuel retailer with over 100 years of operations in the region. Statoil Fuel & Retail has a broad network and leading market share across Scandinavia and the Baltic States, as well as a growing presence in Poland with approximately 2,300 full-service or automated stations of which approximately 68 per cent are company-operated.

Couche-Tard was represented by Sylvain Aubry, Senior Director, Legal Affairs and Corporate Secretary; by Davies Ward Phillips & Vineberg LLP, with a legal team that included Sébastien Thériault (corporate and banking); Olivier Désilets (capital markets); Véronique Gaumond-Carignan (corporate and banking); Christine Lenis (capital markets) and Liliana Korosi (corporate) in Montreal and Gerald Shepherd (capital markets) and Scott Tayne (capital markets) in New York; and by Advokatfirmaet Haavind AS, of Oslo, Norway, with a team that included Bjørn Olav Torpp and Kjetil Hardeng (corporate); Amund Fougner Bugge (securities) and Trond Kildal (banking/finance).

Eversheds LLP also acted as counsel to Couche-Tard in Europe, with a team that included Stephen Rose, Georgia Lake and Suzanne Carter, who handled antitrust clearances in Russia, Poland and Denmark; and Robin Johnson and Richard Kyle, who coordinated multijurisdictional corporate advice in countries not Norway.

Statoil ASA as seller was represented Advokafirmaet Wiersholm AS, with a team composed of Erik Thynnes (M&A, capital markets). Internally, Statoil ASA's lead legal counsel was Stig Smedsvig.

Statoil Fuel & Retail was represented by Advokatfirmaet Thommessen ASM, with a team that included Kim Dobrowen and Hans Cappelen Arnesen (corporate). Internally, Statoil Fuel & Retail's legal lead counsel was Joachim Røberg-Larsen.

The lenders were represented by Blake, Cassels & Graydon LLP in Montreal with a team comprising Sébastien Vilder, Katherine Girard and Gabriel Bastien (financial services).