The Pantry Stockholders Approve Merger With Alimentation Couche-Tard
10 Marzo 2015 - 4:59PM
The Pantry, Inc. (Nasdaq:PTRY) announced that its stockholders
approved the previously announced Agreement and Plan of Merger
("Merger Agreement") with a U.S. subsidiary of Alimentation
Couche-Tard Inc. at its special meeting of stockholders held today.
Based on the tabulation of the stockholder vote, approximately
99% of the total votes cast, which represents approximately 84% of
the total shares outstanding as of the February 3, 2015 record date
for the special meeting, were voted in favor of the merger.
Under the terms of the Merger Agreement, The Pantry's
stockholders will receive $36.75 in cash per share, without
interest, at the closing of the transaction. The transaction
remains subject to customary closing conditions, including the
receipt of necessary governmental and regulatory approvals.
The Pantry's stockholders also approved, on an advisory
(non-binding) basis, the compensation that may become payable to
The Pantry's named executive officers in connection with the
merger.
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.
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 satisfy
the remaining 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; (3) 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; (4) the outcome
of any pending or future legal proceedings against the Company
relating to the merger agreement and transactions contemplated
therein; and (5) 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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