According to the law firm press release, on August 22, 2016, CST and Circle K jointly announced that they had entered into an Agreement and Plan of Merger (“Merger Agreement”) under which Circle K, an indirect wholly owned subsidiary of Alimentation Couche-Tard Inc., will merge with CST through Ultra Acquisition Corp., a newly formed subsidiary of Circle K (the “Proposed Transaction”). The shareholder vote on the Proposed Transaction has been set for November 16, 2016.
Pursuant to the terms of the Merger Agreement, which was unanimously approved by the Board, CST shareholders will receive $48.53 in cash for each share of CST they own. The complaint claims that this offer is inadequate in light of the Company’s recent financial performance and strong growth prospects, and that the Schedule 14A Definitive Proxy that was filed with the SEC soliciting shareholder votes provides materially incomplete and misleading information about the Company’s financials and the fairness of the Proposed Transaction, in violation of Sections 14(a) and 20(a) of the Exchange Act.
This case was voluntarily dismissed on April 10, 2017.