LAVAL, Quebec—Alimentation Couche-Tard Inc. announced that it has agreed to acquire certain assets to be carved out from TotalEnergies and has entered into exclusive negotiations on this basis. The proposed acquisition would comprise 100% of TotalEnergies retail assets in Germany and the Netherlands, as well as a 60% controlling interest in the Belgium and Luxembourg entities. The proposed acquisition will be submitted to the relevant employee representative bodies and remains subject to customary regulatory approvals, the company said in a statement.
The retail assets included in the proposed acquisition, at the end of calendar 2022, cover 2,193 sites, with 1,195 located in Germany, 566 in Belgium, 387 in Netherlands and 45 in Luxembourg. The majority are company owned (68%) with the balance being dealer owned (32%). For calendar 2022, earnings before interest, taxes, depreciation, amortization and impairment (EBITDA) were approximately €500 million (about $530 million) for the entities covered by this proposed transaction, including the non-controlling interest, or approximately €455 million (about $480 million) excluding the non-controlling interest.
The purchase price for this proposed transaction, to be paid in cash, is approximately €3.1 billion ($3.3 billion) on a cash-free, debt-free basis, subject to customary closing adjustments. Couche-Tard expects to finance this proposed acquisition using available cash, existing credit facilities, U.S. commercial paper and a new term loan.
"We are excited to welcome the TotalEnergies employees and stores into the Couche-Tard family,” said Brian Hannasch, president and chief executive officer of Alimentation Couche-Tard. “As we learned more about their business, it became clear that we share the same customer-centric approach, values and focus on an engaged workforce. We have deep respect for its operations, management and people as well as great confidence that by joining forces together, we will build a winning global retail operation in the region. 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."
Patrick Pouyanné, chairman and CEO of TotalEnergies, said: "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. 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."
It is expected that the proposed transaction would be completed before the end of calendar year 2023.
In February, Couche-Tard acquired 45 Big Red Stores in Arkansas.