Arctic Securities, which was hired to conduct a review at the request of the Oslo Stock Exchange, determined that Statoil (SFR) was worth between 50 and 55 Norwegian krone per share.
Quebec-based convenience store chain Couche-Tard's (TSX:ATD.B) friendly offer is 51.2 NOK per share, which values the transaction at US$2.68 billion.
Oil company Statoil, SFR's majority shareholder, has agreed to tender its 54 per cent stake in the convenience store chain.
"Given the acceptance of the major shareholder, we believe the board has acted judiciously in recommending the offer as fair from a financial point of view," Arctic wrote in its nine-page report.
It found "no particular strategic misfit between the two companies" and noted Couche-Tard has indicated SFR will form the base for its further European expansion.
"Employees would be subject to the same labour market practices and labour laws, including employee representation, as they currently are; which differ between countries," Arctic added.
The investment banker noted that Couche-Tard has not given any staffing guarantees nor identified any synergy potential, which could impact the size of the workforce.
The three employee-elected members of SFR's board voted against the sale saying it is not fully independent of Statoil ASA and that Couche-Tard doesn't have the "full competence" in key areas of its business. It also fears Couche-Tard will sell its valuable real estate or other business assets.
Statoil's share price has been weak for an extended period of time and has been hit by a lower-than-expected dividend payment in the fourth quarter.
Couche-Tard's bid price contained a premium that is "high compared to the bid premiums recently seen in the market," Arctic concluded.
Keith Howlett of Desjardins Securities said the independent review is positive for Couche-Tard's acquisition efforts to close the deal on May 21.
"We continue to believe Couche-Tard will be successful in its offer to acquire SFR," he wrote in a research note.
He added the transaction will be "highly accretive" to Couche-Tard’s earnings per share and provide a solid base for expansion when opportunities arise.
Alimentation Couche-Tard poured cold water on a European analyst's report that the Quebec convenience store operator could increase its offer price.
Martin Stenshall of Danske Markets said Couche-Tard's offer, which values the company at US$3.6 billion including debt, is a "bargain" considering Statoil's growth potential.
On the Toronto Stock Exchange, Couche-Tard's shares gained 31 cents at C$42.81 in afternoon trading. The shares have increased 25 per cent since the deal was announced.
Statoil Fuel and Retail's shares closed at 51.35 NOK in Monday trading on the Oslo Stock Exchange.