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 18 th , 2012 0
Forward-Looking Information and Cautionary Language 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 other 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 of 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. 1
Transaction Overview • Couche-Tard to acquire Statoil Fuel and Retail ASA (SFR/Oslo Børs) (“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 on April 17, 2012 • 7.0x Adj. EV/ 2011 EBITDAR (1) • All cash offer supported by the Board of Directors of SFR and by Statoil ASA • Statoil ASA has agreed to tender its 54% interest in SFR to the offer • SFR to be run as a standalone business unit • Retain existing management and talent • Fully-funded transaction from a syndicate of banks led by National Bank Financial, UBS, Rabobank, Scotiabank, HSBC and Bank of Tokyo-Mitsubishi • Closing expected in June 2012 (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 2 and added implicit leasing interest on operating leases.
Highlights • SFR represents a highly compelling acquisition for Couche-Tard: • 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 3
Statoil Fuel & Retail • 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 • 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 High quality retail network 4
Market Leadership Market Share (2) Market Store Position Count (1) Fuel C-stores Oslo 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% * Scandinavia-based operations highlighted in bold generated 88% of reported Adjusted EBITDA in FY 2011 The is the most recognized convenience brand across Scandinavia Source: SFR estimates and AC Nielsen. 5 (1) Information as at December 31, 2011. (2) Information as at September 31, 2011.
SFR Segmented Overview 2011 Reported Adj. EBITDA by Geography (2) 2011 Gross Profits by Product Central & Other (1) Eastern Europe 21% 9% Road Transportation Fuel Special 51% Products (3) 3% Convenience Scandinavia 28% 88% $1.7 billion $526 million Nearly 90% of EBITDA from profitable and resilient Scandinavian markets (1) Other products include aviation fuel, lubricants, fees & services and other products. (2) Includes corporate costs reallocation to each segment. 6 (3) Lubricants and aviation fuel.
SFR Operates in Attractive and Resilient Markets 2011 GDP per Capita (US$ ‘000) Credit Rating (1) Aaa/AAA • Scandinavian countries have Aaa/AAA demonstrated Aaa/AAA stability in recent Aaa/AA+ years Aaa/AAA 2011 GDP Growth 2011 GDP (US$Bn) 15 • Central & Eastern 29 Europe growth 16 profile presents great opportunity 399 1,232 13,318 Source: Global Insight, Bloomberg. 7 (1) Moody’s / Standard & Poors.
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 8
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 9
Couche-Tard is a Seasoned Acquiror • Multiple large, medium and single-store acquisitions in recent years • Stores acquired in FY 2012 have been integrated into Couche-Tard’s network • Focus on integration with SFR during the next 12 to 18 months 2012 (1) (1) Fiscal Year 2004 2005 2006 2007 2008 2009 2010 2011 Stores 1,706 45 75 421 46 107 70 47 285 Outstanding Transactions 201 (1) For FY 2012, number of sites includes stores operated by independent operators but for which Couche-Tard controls real estate through ownership or leases. The deal with ExxonMobil in California reinforces Couche-Tard ’s position in this market. The deal was originally for 72 corporate stores, 249 stores operated by independent operators and 63 fuel supply agreements. Up to January 29, 2012, Couche-Tard integrated 74 company-operated stores, 83 stores operated by independent operators and 63 fuel supply agreements. 164 stores operated by independent operators have yet to be integrated but closing is conditional upon ExxonMobil completing a bona fide offer process. 10
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