COUCHE-TARD SET TO ACQUIRE 2,200 MORE STATIONS

Alimentation Couche-Tard Inc. has agreed to acquire nearly 2,200 gas stations and convenience stores in Europe from TotalEnergies for approximately $3.3 billion. Couche-Tard has made a “firm and irrevocable offer” to acquire the assets and has entered into exclusive negotiations to purchase 100% of the French oil company’s retail assets in Germany and the Netherlands and a 60% controlling interest in its retail assets in Belgium and Luxembourg.

The deal remains subject to customary company and regulatory approvals. The retail assets included in the proposed acquisition cover 2,193 sites: 1,195 in Germany, 566 in Belgium, 387 in Netherlands and 45 in Luxembourg. Of

those sites, 68% are company owned and 32% are dealer-owned. Also, 975 of the sites include car washes.

Couche-Tard said the acquisition presents a “unique opportunity to invest into a complementary and winning network with leading positions in large economies in Europe [offering] a strong geographic and strategic fit.”

The sites are a “natural extension” of its existing business in adjacent markets, and they offer “increased scale advantages, improving future growth prospects.” Many of the sites—especially those in Germany and the Netherlands—are strategically positioned in electric-vehicle (EV) charging growth markets, it said.

For 2022, earnings before interest, taxes, depreciation, amortization and impairment (EBITDA) were at approximately $530.57 million for the entities covered by this proposed transaction, including the non-controlling interest, or approximately $482.85 million excluding the non-controlling interest.

Couche-Tard expects to finance the proposed acquisition using available cash, existing credit facilities, U.S. commercial paper program and a new term loan.

“We see this as a strong geographical fit with our existing European network, which will allow us to grow together in some of Europe’s strongest economies and move forward in our vision to become the world’s preferred destination for convenience and mobility,” said Brian Hannasch, president and CEO of Laval, Quebec-based Couche-Tard.

“In Europe, the transformation of mobility is changing the way customers use service stations. This deep trend means that new services and new activities need to be developed, notably in the stores. Service stations must expand from just selling fuel to become full-fledged service hubs. For this reason, TotalEnergies has decided to partner with Couche-Tard and tap into its recognized expertise in operating convenience stores in service stations,” said Patrick Pouyanné, chairman and CEO of Courbevoie, France-based TotalEnergies. “We are delighted that Couche-Tard will apply all of its know-how in these 2,200 service stations in Western Europe and join forces with us in Belgium and Luxembourg, where we are the market leader. I am certain that this win-win forward-looking move will be a great success.”

There is no certainty that the firm offer will be accepted and that the transaction will be completed, the companies said. If TotalEnergies accepts the offer, the proposed transaction would close before the end of calendar-year 2023. The deal emerges as Couche-Tard reports net earnings of $737.4 million for third-quarter fiscal 2023, compared with $746.4 million for third-quarter fiscal 2022. And in February, Couche-Tard agreed to acquire 45 fuel and convenience-store retail sites from Big Red Stores in Arkansas.