The Pantry, Inc. (Nasdaq:PTRY) today announced that the two leading
independent proxy advisory firms – Institutional Shareholder
Services Inc. ("ISS") and Glass Lewis & Co. ("Glass Lewis") –
have recommended that The Pantry stockholders vote "FOR" the
agreement and plan of merger with a U.S. subsidiary of Alimentation
Couche-Tard Inc. ("Couche-Tard") at The Pantry's special meeting of
stockholders scheduled for March 10, 2015.
ISS stated in its February 25, 2015 report: "A vote FOR this
transaction is warranted in light of the reasonable premium, the
certainty of value inherent in the cash nature of the
consideration, and the board's rationale regarding the standalone
challenges represented by the company's current debt profile,
capital needs, and increased sector competitiveness."*
In its February 24, 2015 report, Glass Lewis concluded: "we
believe shareholders should support the contemplated buy-out."*
The Pantry board of directors unanimously recommends that
stockholders vote "FOR" the proposed merger with Couche-Tard and
other matters to be considered at the special meeting. The special
meeting will be held on March 10, 2015 at 10:00 a.m. Eastern Time
at the Springhill Inn and Suites at 1128 Ledsome Lane, Cary, North
Carolina. The Pantry stockholders of record as of the close of
business on February 3, 2015 are entitled to vote at the special
meeting either in person or by proxy.
The parties currently expect to complete the proposed merger
promptly following approval by The Pantry stockholders, subject to
the satisfaction of the other conditions set forth in the merger
agreement, including, without limitation, the receipt of necessary
governmental or regulatory approvals.
Stockholders who need assistance in voting or have questions
about the special meeting should contact The Pantry's proxy
solicitor, MacKenzie Partners, Inc. at (800) 322-2885 (toll free)
or (212) 929-5500 (collect).
BofA Merrill Lynch is acting as exclusive financial advisor to
The Pantry. Willkie Farr & Gallagher LLP and Smith Anderson are
acting as legal advisors to The Pantry.
* Permission to use quotations from the ISS and Glass Lewis
reports was neither sought nor obtained.
Additional Information
In connection with the proposed transaction, The Pantry has
filed a definitive proxy statement concerning the proposed
transaction with the Securities and Exchange Commission ("SEC").
The Pantry mailed the definitive proxy statement to its
stockholders on or about February 6, 2015. Investors and
stockholders are urged to read the proxy statement and any other
relevant documents filed with the SEC when they become available,
as well as any amendments or supplements to those documents,
because they will contain important information about the
transaction. Investors and stockholders may obtain a copy of the
proxy statement as well as other filings containing information
about The Pantry free of charge at the SEC's Web Site at
http://www.sec.gov. In addition, the proxy statement, the SEC
filings that are or will be incorporated by reference in the proxy
statement and the other documents filed with the SEC by The Pantry
may be obtained free of charge from The Pantry's Investor Relations
page on its corporate website at http://www.thepantry.com.
The Pantry and its directors, executive officers, and certain
other members of management and employees may be deemed to be
participants in the solicitation of proxies in favor of the
proposed transaction from the stockholders of The Pantry.
Information about the directors and executive officers of The
Pantry is set forth in The Pantry's Annual Report on Form 10-K for
the year ended September 25, 2014, as amended on January 23, 2015.
Additional information regarding participants in the proxy
solicitation may be obtained by reading the proxy statement
regarding the proposed transaction.
About The Pantry, Inc.
Headquartered in Cary, North Carolina, The Pantry, Inc. is a
leading independently operated convenience store chain in the
southeastern United States and one of the largest independently
operated convenience store chains in the country. As of January 29,
2015, the Company operated 1,509 stores in thirteen states under
select banners, including Kangaroo Express®, its primary operating
banner. The Pantry's stores offer a broad selection of merchandise,
as well as fuel and other ancillary services designed to appeal to
the convenience needs of its customers.
Safe Harbor Statement
Statements made by the Company in this press release relating to
future plans, events, or financial condition or performance are
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. These forward-looking
statements can generally be identified by the use of words such as
"expect," "plan," "anticipate," "intend," "outlook," "guidance,"
"believes," "should," "target," "goal," "forecast," "will," "may"
or words of similar meaning. Forward-looking statements are likely
to address matters such as the Company's anticipated financial
condition and performance, including sales, expenses, margins, tax
rates, capital expenditures, profits, cash flows, liquidity and
debt levels, as well as our pricing and merchandising strategies
and their anticipated impact and our intentions with respect to
acquisitions, the construction of new stores, including additional
quick service restaurants, the remodeling of our existing stores
and store closures. These forward-looking statements are based on
the Company's current plans and expectations and involve a number
of risks and uncertainties that could cause actual results and
events to vary materially from the results and events anticipated
or implied by such forward-looking statements.
The following factors, among others, could cause actual results
and events to differ materially from those expressed or implied in
the forward-looking statements: (1) the occurrence of any event,
change or other circumstances that could give rise to the
termination of the merger agreement; (2) the inability to complete
the transactions contemplated by the merger agreement due to the
failure to obtain the required stockholder approval; (3) the
inability to satisfy the other conditions specified in the merger
agreement, including, without limitation, the receipt of necessary
governmental or regulatory approvals required to complete the
transactions contemplated by the merger agreement; (4) the risk
that the proposed transactions disrupt current plans and
operations, increase operating costs and the potential difficulties
in customer loss and employee retention as a result of the
announcement and consummation of such transactions; (5) the outcome
of any pending or future legal proceedings against the Company
relating to the merger agreement and transactions contemplated
therein; and (6) the possibility that the Company may be adversely
affected by other economic, business, and/or competitive
factors.
Any number of other factors could affect actual results and
events, including, without limitation; the Company's ability to
enhance its operating performance through its in-store initiatives,
store remodel programs and the addition of new equipment and
products to existing stores; fluctuations in domestic and global
petroleum and fuel markets; realizing expected benefits from the
Company's fuel supply agreements; changes in the competitive
landscape of the convenience store industry, including fuel
stations and other non-traditional retailers located in the
Company's markets; the effect of national and regional economic
conditions on the convenience store industry and the Company's
markets; the global financial crisis and uncertainty in global
economic conditions; wholesale cost increases of, and tax increases
on, tobacco products; the effect of regional weather conditions and
climate change on customer traffic and spending; legal,
technological, political and scientific developments regarding
climate change; financial difficulties of suppliers, including the
Company's principal suppliers of fuel and merchandise, and their
ability to continue to supply its stores; the Company's financial
leverage and debt covenants; a disruption of our IT systems or a
failure to protect sensitive customer, employee or vendor data; the
ability of the Company to identify suitable new store sites and
acquisition targets and to take advantage of expected synergies in
connection with acquisitions; the actual operating results of new
or acquired stores; the ability of the Company to divest non-core
assets; environmental risks associated with selling petroleum
products; and governmental laws and regulations, including those
relating to the environment and the impact of mandated health care
laws. These and other risk factors are discussed in the Company's
Annual Report on Form 10-K and in its other filings with the SEC.
While the Company may elect to update these forward-looking
statements at some point in the future, it specifically disclaims
any obligation to do so.
CONTACT: CLYDE PRESLAR
919-774-6700
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