The Quebec-based convenience store chain and fuel station operator's shares briefly hit an all-time high in Thursday trading after it said almost 91 per cent of Statoil Retail's stock, or 272.8 million shares, have now been tendered to its original offer.
That is above the 90 per cent threshold at which Couche-Tard has said it would initiate a compulsory acquisition of the rest of the shares in the company, which operates about 2,300 outlets in Scandinavia and Eastern Europe.
Couche-Tard's shares hit C$45.44 in earlier trading on the Toronto Stock Exchange, but were up $2.29 or 5.3 per cent at C$45.30 in the afternoon.
Company CEO Alain Bouchard welcomed the additional of Statoil Fuel which will expand the convenience store operator's global workforce to more than 70,000.
"Statoil Fuel & Retail will be our European headquarters and we look forward to further developing the business and growing in Europe together," he said in a news release ahead of a planned news conference in Norway on Thursday.
Statoil shareholders had until almost noon Wednesday to voluntarily tender their shares, for payment next Tuesday.
Statoil Fuel president and chief executive Jacob Schram said he is confident about the company's success under Couche-Tards' decentralized operating model.
"Today marks the beginning of yet another exciting era in the life of Statoil Fuel & Retail. We now become a part of the Couche-Tard family, North America's largest independent listed convenience store operator," he added.
Couche-Tard (TSX:ATD.B) remained firm on its original bid price despite clamour from some investors and analysts in Norway that it would need to increase the offer.
Keith Howlett of Desjardins Capital Markets said the result is positive for Couche-Tard and its plans to expand into Europe.
"The favourable outcome of this process gives further credence to Couche-Tard’s reputation as a shrewd and disciplined acquirer," he wrote in a research note.
Couche-Tard, which has more than 5,800 convenience stores under the Couche-Tard and Mac's banners in Canada and Circle K gas bars in the United States, had repeatedly said its bid of 51.20 Norwegian krone per share was its final offer.
However, it had trouble — until recently — convincing many minority shareholders to accept the bid, even though owner Statoil ASA had agreed to tender its 54 per cent interest from the outset.
The offer was more than 52 per cent higher than Statoil Fuel's stock price when the deal was announced on April 18.
Three independent evaluations have confirmed that Couche-Tard's offer was within the range that reflects the value of the company.
Couche-Tard will now initiate a compulsory acquisition or "squeeze-out" of any shares not tendered by July 24.
Norwegian securities law requires a notice period for the compulsory acquisition of two months.
"We surmise that additional Statoil Fuel & Retail shareholders who had been seeking an increased offer price may also tender their shares," Howlett said.
He expects the acquisition will add 85 cents US per share to Couche-Tard's annual earnings.
Couche-Tard plans to run Statoil Fuel & Retail as a stand-alone business unit and retain existing management. It has the right to use the Statoil name for eight years.
The friendly deal comes about 18 months after Couche-Tard retreated from its failed, hostile bid for Casey's General Stores (Nasdaq:CASY), an Iowa-based company operating in several Midwest states.