Alimentation Couche-Tard Inc. Acquisition of Statoil Fuel & - - PowerPoint PPT Presentation

Alimentation Couche-Tard Inc. Acquisition of Statoil Fuel & Retail ASA

Alimentation Couche-Tard Inc. to Make Recommended Offer To Acquire Statoil Fuel & Retail ASA for $2.8 Billion

April 2012

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This presentation and the accompanying oral presentation contain forward-looking statements within the meaning of applicable securities legislation. Forward-looking statements are typically identified by words such as “projected”, “estimate”, “may”, “anticipate”, “believe”, “expect”, “plan”, “intend” or similar words suggesting future outcomes or statements regarding an outlook. All statements other than statements of historical fact contained in these slides are forward-looking statements. Forward-looking statements involve numerous assumptions, risks and uncertainties. A variety of factors, many of which are beyond Alimentation Couche-Tard Inc.’s (“Couche-Tard”) control, may cause actual results to differ materially from the expectations expressed in its forward-looking statements. These factors include, but are not limited to, the effects of the integration of acquired businesses and the ability to achieve projected synergies, fluctuations in margins on motor fuel sales, competition in the convenience store and retail motor fuel industries, foreign exchange rate fluctuations, and such

• ther risks as described in detail from time to time in documents filed by Couche-Tard with securities regulatory authorities

in Canada, including those risks described in Couche-Tard’s management’s discussion and analysis (MD&A) for the year ended April 24, 2011. Unless otherwise required by law, Couche-Tard does not undertake to update any forward-looking statement, whether written or oral, that may be made from time to time by it or on its behalf. No information presented in this presentation as

• f a date more recent than April 24, 2011 (in the case of Couche-Tard) and December 31, 2011 (in the case of Statoil Fuel

& Retail ASA) has been audited. While the information contained in this presentation is believed to be accurate, Couche-Tard expressly disclaims any and all liability for any losses, claims or damages of whatsoever kind based upon the information contained in, or omissions from, this presentation or any oral communication transmitted in connection therewith. In addition, none of the statements contained in this presentation are intended to be, nor shall be deemed to be, representations or warranties of Couche- Tard and its affiliates. Where the information is from third-party sources, the information is from sources believed to be reliable, but Couche-Tard has not independently verified any of such information contained herein. This presentation is not, and under no circumstances is to be construed as, a prospectus, an offering memorandum, an advertisement or a public offering of securities. Under no circumstances should the information contained herein be considered an offer to sell or a solicitation of an offer to invest in securities. All financial information in US dollar (“USD”), except where otherwise stated. Norwegian Krone (“NOK”) amounts converted in US dollar using the exchange rate as at April 17, 2012 of 5.7440 NOK per USD.

Forward-Looking Information and Cautionary Language

2

Company Representatives

Raymond Paré

Vice-President and Chief Financial Officer

Alain Bouchard

President and Chief Executive Officer

3

SFR Transaction Executive Summary

Transaction Overview SFR Snapshot

• Couche-Tard to acquire Statoil Fuel

and Retail ASA (SFR/Oslo Børs) (“SFR”)

• Total acquisition price of $2.8 billion
• Premium of 52.5% to SFR share

closing price on April 17, 2012

• 7.0x Adj. EV/ 2011 EBITDAR(1)
• All cash offer supported by the Board

and by Statoil ASA (54% shares locked up)

• Fully-funded transaction
• Closing expected end May / beginning

June 2012

• #1 Scandinavian Convenience and Fuel

Retailer

• Long history of >100 years in Scandinavia

and >20 years in CEE

• Broad network comprised of ~2,300 stations
• ~68% are company-operated
• 2011 Sales and 2011 reported Adjusted

EBITDA of $12.8 billion and $526 million, respectively

(1) Total transaction enterprise value of $3.6 billion, including assumed net debt of $860 million. Note: Throughout this presentation, EBITDA is defined as reported EBITDA adjusted for other gain/loss, net income/loss from associated companies and added implicit leasing interest on operating leases.

Couche-Tard acquires #1 Scandinavian convenience and fuel retailer

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Broad Geographic Footprint with Leading Market Positions Unrivalled Track Record of Successful M&A Best-in-Class C-Store Management Team Superior Product Offerings Attractive Sector Dynamics Attractive SFR Synergy Potential Powerful Financial Results

Couche-Tard Pro Forma Highlights

• Talented management team with

decades of experience and a strong track record

• SFR’s strong management team

expected to remain in place

• Leading C-store operator

in North America, Scandinavia and Eastern Europe

• Powerful banners continue to drive

traffic and sales

• Increasing focus on private label and

fresh food products

• Industry leading merchandise gross

margin

• Steady industry performance

throughout downturn with strong projected revenue growth

• C-store sector well positioned

to gain share from traditional food retail

• Proven ability to integrate acquisitions
• Well positioned to lead

further consolidation in fragmented industry

• Proven ability to extract significant

synergies from acquisitions

• Transferring best practices across

entire platform

• Strong and consistent financial

performance throughout all economic cycles

• Prolific history of positive same store

sales comps and highly attractive returns on capital

Couche-Tard's unique position as a premier convenience store operator will fuel growth

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Table of Contents

S ection

• 1. Couche-Tard S

napshot

• 2. S

FR Acquisition Overview

• 3. Couche-Tard Pro Forma Highlights

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Couche-Tard Snapshot

Section 1

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Couche-Tard Highlights

• Largest operator in North America in terms of number of corporate-operated stores
• Network of 4,522 corporate-operated stores and 1,295 affiliated stores
• Well-recognized banners including Couche-Tard, Circle K and Mac’s
• Geographically diversified
• Proven track record of growth and profitability
• Revenue, EBITDA and EPS ‘08-’11 CAGR of 7.3%, 14.9% and 28.9%, respectively
• Industry leading returns
• LTM ROE of 20.4% and LTM ROCE of 19.5%
• Convenience retail industry has shown resilience and consistent growth over the last

30 years

• Leading consolidator in a fragmented industry
• Successfully integrated more than 1,500 stores from over 33 separate acquisitions

since Circle K acquisition in 2003 (1,663 stores from Conoco Phillips)

• Entrepreneurial management culture
• Decentralized operating model

Note: LTM as of January 29, 2012

Largest / best operator and proven consolidator in attractive / resilient industry

North American Footprint Network

v v CORPORATE STORE DISTRIBUTION:

GREA T LA KES REGION Corporat e st ores: 497 A ffiliat ed st ores: 195 MIDWEST REGION Corporat e st ores: 448 A ffiliat ed st ores: 51 SOUTHEA ST REGION Corporat e st ores: 271 A ffiliat ed st ores: 61 SOUTHWEST REGION Corporat e st ores: 221 A ffiliat ed st ores: 193 A RIZONA REGION Corporat e st ores: 623 A ffiliat ed st ores: 16 WEST COA ST REGION Corporat e st ores: 228 A ffiliat ed st ores: 298 CENTRA L CANADA Corporat e st ores: 563 Affiliat ed st ores: 188 WESTERN CA NADA Corporat e st ores: 303 A ffiliat ed st ores: 0 WEST COA ST California Oregon Washingt on ARIZONA Arizona Nevada FLORIDA Florida SOUTHEA ST Alabam a Georgia Nort h Carolina Sout h Carolina MIDWEST Illinois Indiana Iow a K ent ucky Missouri GREAT LAK ES Indiana Kent ucky Maine Maryland Massachuset t ss Michigan New Ham pshire Ohio Pennsylvania Verm ont West V irginia QUEB EC EAST A ND A TLA NTIC Corporat e st ores: 341 A ffiliat ed st ores: 9 GULF A labam a A rkansas Louisiana Mississippi Florida Panhandle Tennessee SOUTHWEST Colorado New Mexico Oklahom a Texas FLORIDA REGION Corporat e st ores: 391 Affiliat ed st ores: 14 GULF REGION Corporat e st ores: 313 Affiliat ed st ores: 43 QUEB EC WEST Corporat e st ores: 323 A ffiliat ed st ores: 227

Total network of 5,817 stores in North America 8

As of January 29, 2012

Guam

13

China

75

Japan

3,072

Mexico

182

Macau

22

Hong Kong

321

Indonesia

417

Vietnam

22

United Arab Emirates

14

International Presence

9

As of January 29, 2012

4,138 licensed Circle K stores in Asia, Mexico and U.A.E

Strong and Consistent Financial Performance

Sales EBITDA Free cash flow

10

Same-store sales

As of January 29, 2012 (1) Calculated as a percentage of merchandise sales

EPS CAGR of 29% from 2008 to 2011

65.1% CAGR 14.9% CAGR 7.3% CAGR

Q1 2010 Q2 2010 Q3 2010 Q4 2010 Q1 2011 Q2 2011 Q3 2011 Q4 2011 Q1 2012 Q2 2012 Merchandise same-store sales US 2.4% 2.9% 3.0% 3.2% 4.4% 4.9% 3.9% 3.6% 1.5% 2.5% Can 2.6% 5.2% 4.9% 6.9% 6.6% 1.6% 0.4%

• 2.1%
• 0.2%

3.3% Motor fuel same store volume US 1.6% 3.9%

• 0.2%
• 0.7%

1.1% 0.5% 0.7% 0.3%

• 1.6%

0.2% Can 1.5% 3.3% 1.4% 4.2% 5.4% 5.3% 3.2% 1.8%

• 0.9%
• 3.0%

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Industry Leading Returns

(1) Based on most recent published last 12 months results as of February 28, 2012. Pantry financials adjusted for non-recurring asset write-off (2) Couche-Tard’s most recent published results are as of January 29, 2012 (Q3 2012)

19.5% 14.0% 16.2% 8.2% 13.1% 13.2% 16.6% 15.4% 17.8% 21.8% Grocery Stores Home Improv. Drugstores Mass Merchants Dollar Stores NACS 2010 Pantry Casey's Susser ACT Industry Average 15.2% 12.7% 16.4% 16.7% 17.9% 19.5% 2007 2008 2009 2010 2011 LTM

Return on capital employed since 2007 Return on capital employed(1)(2)

Strong returns even in challenging economic conditions

(2)

Best margins in the industry 12

Strong Operator with Industry Leading Margins

Based on most recent published last 12 months results as of February 28, 2012. Couche-Tard’s most recent published results are as of January 29, 2011 (Q3 2012). Pantry financials adjusted for non-recurring asset write-off (1) SG&A includes operating, selling, administrative and general expenses

1.9% 0.9% 1.7% 0.3% 1.2%

ACT Susser Casey's Pantry NACS 2010

32.8% 42.5% 36.2% 34.9% 36.2%

ACT Susser Casey's Pantry NACS 2010

Net earnings / total revenues SG&A(1) as a % of merchandise and service sales

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Strong Share Price Progression

Share Price Performance

Couche-Tard shares have outperformed both peers and markets

Relative Trading Performance

Source: Bloomberg. As at April 20, 2012 (1) Includes Susser Holdings, Casey’s General Stores and The Pantry

50 100 150 200 250 300 Jan-09 Jul-09 Jan-10 Jul-10 Jan-11 Jul-11 Jan-12 Convenience Stores Operators(1) S&P 500

173.7% 67.8% 52.6% 35.2%

(1)

Return Over Last Convenience Stores Operators S&P 500 1-month 23.7% 5.1% (2.3%) (1.9%) 3-month 30.5% 7.2% (1.9%) 4.9% YTD 24.7% 10.8% 1.6% 9.6% Since Jan. 2011 46.0% 28.6% (9.6%) 9.6% Since Jan. 2009 173.7% 67.8% 35.2% 52.6% Since Jan. 2007 55.9% 37.0% (5.9%) (2.8%)

U.S. C-Stores Industry Sales

100 104 112 109 116 132 151 164 169 174 182 190

89 93 100 134 165 171 181 221 263 344 406 409 450 329 385

77 81 86 100 200 300 400 500 600 1980 1981 1982 1983 1984 1985 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010

Billions of U.S. Dollars

Inside sales Motor fuel sales

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Resilient and Growing Industry

• Industry’s inside sales grow each year, even during recessions

Source: Industry data is from the «NACS Sate of the Industry Annual Report – 2010 Data»

Resilience and consistent growth over the last 30 years

Inside Sales Motor Fuel Sales Recession

U.S. Convenience Stores Industry Sales

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Our Focus

• In-store sales
• Innovation
• Differentiation
• Private and exclusive brands
• Food
• Store upgrades
• Technology
• Industry consolidation
• Gross margin improvement
• Procurement
• Price strategies
• Product loss reductions
• Increase efficiency
• Benchmarking
• Best practices
• Growth of the store network
• Acquisitions
• Store development
• People
• Forecourt execution

Best-in-class retail operator

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Unrivalled Track Record of Successful M&A

Pump N Shop Winners Groovin Noovin All Star Moore Oil Spectrum Store Sterling Stores ($18mm) ($113mm) ($33mm) ($804mm) ($25mm) RDK Joint Venture Accel Marketing LLC Compac Food Stores

S tores Acquired 1,706 45 75 421 46 107 70 47 158

($70mm)

Total Debt/ EBITDA (x) (1) 1.6 1.2 1.8 1.7 1.3 1.1 0.7

(1) Represents Total Debt/EBITDA at fiscal year end

2004 2005 2006 2007 2008 2009 2010 2011 2012 Revenue ($)

Highly disciplined M&A approach and superb track record of integrating acquisitions

Couche-Tard’s Consistent Acquisition Strategy

• 3.2

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Circle K Case Study

With the acquisition of Circle K, Couche-Tard became a leading North American c-store operator

• Couche-Tard acquired Circle K from

ConocoPhillips for $804 million in 2003

• Transformational acquisition
• Nearly doubled the number of

Couche-Tard stores

• Increased EBITDA by 140%
• Expanded geographic footprint into

southern U.S.

• Provided Couche-Tard with its

platform for U.S. expansion

Stores (#) 2 393 2 279 4 672

Contribution 51% 49% 100%

Revenue (bn) $2.3 $4.1 $6.4

Contribution 36% 64% 100%

EBITDA (mm) $109 $151 $260

Contribution 42% 58% 100% Pro Forma

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SFR Acquisition Overview

Section 2

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Transaction Overview

• Couche-Tard to acquire SFR
• #1 Scandinavian Convenience and Fuel

Retailer

• Total acquisition price of $2.8 billion
• NOK 53 per SFR share outstanding
• Premium of 52.5% to SFR share closing price
• n April 17, 2012
• 7.0x Adj. EV/ 2011 EBITDAR(1)
• All cash offer supported by the Board of Directors
• f SFR and by Statoil ASA (54% shares locked up)
• SFR to be run as a standalone business unit
• Retain existing management and talent
• Fully-funded transaction from a syndicate of 11

banks

• Closing expected end May / beginning June 2012

(1)Total transaction enterprise value of $3.6 billion, including assumed net debt of $860 million.

20

Transaction Highlights

• Provides Couche-Tard with expanded geographic footprint,

diversification and a European platform for future profitable growth

• Leading convenience and fuel retailer in profitable and resilient

Scandinavian countries

• Powerful and growing presence in high growth markets of Central and

Eastern Europe (“CEE”)

• Leverage experience from North American convenience store market

to enhance Statoil Fuel & Retail’s customer proposition

• Significant free cash flow generation
• Experienced and proven management team with strong operational

track record

• Immediately and significantly accretive to earnings, even without

synergy

SFR represents a highly compelling acquisition for Couche-Tard

Statoil Fuel & Retail

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• Broad network comprised of ~2,300 stations
• ~68% are company-operated
• 2011 Sales and 2011 reported Adjusted EBITDA
• f $12.8 billion and $526 million, respectively
• More than 8 billion fuel litres sold annually
• Convenience offering focused on fresh food
• Valuable real estate
• Owns buildings for ~1,750 sites and land for

~900 sites

• Fair value significantly higher than book value
• Approximately 18,500 employees

Long history of >100 years in Scandinavia and >20 years in CEE

22

SFR Operates in Attractive and Resilient Markets

• Scandinavian

countries have demonstrated stability in recent years

• Central & Eastern

Europe growth profile presents great opportunity

2011 GDP per Capita (US$ ‘000) 2011 GDP Growth Credit Rating(1) Aaa/AAA Aaa/AAA Aaa/AAA Aaa/AA+ Aaa/AAA 15 29 16 399 1,232 13,318 2011 GDP (US$Bn)

Source: Global Insight, Bloomberg. (1) Moody’s / Standard & Poors.

The is the most recognized convenience brand across Scandinavia 23

Market Leadership

Norway #1 544 36% 33% Sweden #1 801 31% 39% Denmark #1 394 28% 32% Latvia #1 76 27% 33% Estonia #1 52 19% 39% Lithuania #2 73 17% 21% Poland #5 346 5% 13%

Market Position Store Count(1) Fuel C-stores

Source: SFR estimates and AC Nielsen. (1) Information as at December 31, 2011. (2) Information as at September 31, 2011.

Market Share(2)

Oslo * Scandinavia-based operations highlighted in bold generated 88% of reported Adjusted EBITDA in FY 2011

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SFR Segmented Overview

Nearly 90% of EBITDA from profitable and resilient Scandinavian markets

Convenience 28% Other(1) 21% Road Transportation Fuel 51% Scandinavia 88% Central & Eastern Europe 9% Special Products(3) 3%

(1) Other products include aviation fuel, lubricants, fees & services and other products. (2) Includes corporate costs reallocation to each segment. (3) Lubricants and aviation fuel.

$1.7 billion $526 million

2011 Gross Profits by Product 2011 Reported Adj. EBITDA by Geography(2)

History of Strong Financial Performance

• Steady growth and strong operational performance
• Contribution from both fuel and convenience stores
• EBITDA CAGR of 32% since 2008
• Sustainable EBITDA increase from 2009 to 2010 mainly from acquisitions,

recovery of fuel margins in Sweden and better pricing execution

• 2011 EBITDA impacted by market conditions in CEE

Gross Profits Adjusted Reported EBITDA

Other Products Convenience Road & Transportation Fuel

25

26

Couche-Tard Pro Forma Highlights

Section 3

27

Integration Strategy

• Apply Couche-Tard’s decentralized business model
• SFR to be run as a stand-alone business unit
• Retain existing management and talent
• Stable and reliable supply via current supplier agreements
• Change of control clauses waived for all significant agreements
• No significant capital outlays or integration costs required
• Statoil name and droplet will remain in place at closing
• Perpetual exclusive right to use the droplet logo
• Right to use the Statoil name for 8 years + 1.5 year of transition

Integration risk mitigated by Couche-Tard’s acquisition track record

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Transaction Details

• Acquisition price of $2.8 billion
• Adj. EV/ 2011 EBITDAR of 7.0x(1)

(1) Total transaction enterprise value of $3.6 billion, including assumed net debt of $860 million. (2) Premium to April 17, 2012 closing price of NOK 34.75 per SFR share.

Fully-diluted Shares Out. 300 million Offer Price/Share NOK 53 Premium (2) 53% Total Equity Consideration $2.8 billion

• All-cash transaction
• Fully-committed financing
• New 3-year $3.2 billion acquisition credit facility
• Additional drawings on existing $1.5 billion credit facilities
• Statoil ASA has agreed to tender its 54% interest in SFR to the offer
• Transaction subject to customary closing conditions and a minimum 90% tender
• f shares
• Couche-Tard provided with a right to match any superior proposal and entitled

in certain limited circumstances to receive a break fee

• Transaction expected to close in June 2012

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Financial Snapshot

Revenue $21.7 $12.8 $34.5

Contribution 63% 37% 100%

Gross Profit $2.9 $1.7 $4.6

Gross Margin 13.2% 13.6% 13.3%

EBITDA $0.8 $0.5 $1.3

EBITDA Margin 3.6% 4.1% 3.8%

Stores (#) 6,155 2,305 8,460

• Couche-Tard to become a leading global convenience store
• perator with pro forma EBITDA of $1.3 billion

Immediately and significantly accretive to earnings

($ billions)

LTM (1) Pro Forma EBITDA contribution 60% 40%

(2) (1) Couche-Tard LTM financial results as at January 29, 2012 and SFR LTM financial results as at December 31, 2011. (2) Includes Couche-Tard’s Company-Owned/Dealer-Operated and Dealer-Owned/Dealer-Operated sites.

30

Pro Forma Gross Margin Breakdown

Based on LTM financial results

Geographic diversification via entry into resilient, high-value Scandinavian market Before SFR Acquisition

US 70.0% Canada 30.0%

Pro Forma SFR Acquisition

Merchandise And services 74.5% Motorfuel 25.5% US 46.8% Canada 20.1% Europe 33.1% Merchandise And services 61.6% Motorfuel 38.4%

By Geography By Products

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Pro Forma Leverage

• Couche-Tard committed to maintaining a strong balance sheet and

sustaining its ongoing growth

• Combined company to benefit from robust free cash flow generation
• Management anticipates reaching an Adj. Net Debt(1)/EBITDAR ratio of

approximately 3.0x within 12 to 18 months after closing the transaction

Track record of deleveraging after acquisition

Acquisition of SFR Projected Leverage at Closing (2)

(1) Adjusted Net Debt calculated using a rent multiplicator of 8x. (2) Assuming transaction closed on April 30, 2012 and including the annualized contribution of FY2012 Couche-Tard acquisitions.

Net Debt $4.2

• Adj. Net Debt

$6.5 Net Debt / EBITDA 3.0x

• Adj. Net debt / EBITDAR

3.8x

($ billions)

2.30x 3.80x 3.35x 2.04x 5.07x 2.83x

Susser Casey's Pantry NACS 2010

Pro Forma Adjusted Net Debt / EBITDAR Benchmarking

ACT Before Acquisition ACT After Acquisition

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Broad Geographic Footprint with Leading Market Positions Unrivalled Track Record of Successful M&A Best-in-Class C-Store Management Team Superior Product Offerings Attractive Sector Dynamics Attractive SFR Synergy Potential Powerful Financial Results

Couche-Tard Pro Forma Highlights

• Talented management team with

decades of experience and a strong track record

• SFR’s strong management team

expected to remain in place

• Leading C-store operator

in North America, Scandinavia and Eastern Europe

• Powerful banners continue to drive

traffic and sales

• Increasing focus on private label and

fresh food products

• Industry leading merchandise gross

margin

• Steady industry performance

throughout downturn with strong projected revenue growth

• C-store sector well positioned

to gain share from traditional food retail

• Proven ability to integrate acquisitions
• Well positioned to lead

further consolidation in fragmented industry

• Proven ability to extract significant

synergies from acquisitions

• Transferring best practices across

entire platform

• Strong and consistent financial

performance throughout all economic cycles

• Prolific history of positive same store

sales comps and highly attractive returns on capital

Couche-Tard's unique position as a premier convenience store operator will fuel growth