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Couche-Tard's Complaint Against Casey's

Couche-Tard's Complaint Against Casey's

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Alimentation Couche-Tard's counterclaims against Casey's General Stores.
Alimentation Couche-Tard's counterclaims against Casey's General Stores.

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Case 4:10-cv-00265-JAJ-TJS Document 13

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IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF IOWA CENTRAL DIVISION ________________________________________ CASEY’S GENERAL STORES, INC., ) ) Plaintiff, ) v. ) C.A. No. 4:10-cv-265 ) ALIMENTATION COUCHE-TARD INC. and ) ACT ACQUISITION SUB, INC., ) ) Defendants. ) _______________________________________ ) ALIMENTATION COUCHE-TARD INC. and ) ACT ACQUISITION SUB, INC., ) ) Counterclaim Plaintiffs, ) v. ) ) CASEY’S GENERAL STORES, INC., ) ) Counterclaim Defendant, ) ) and ) ) ROBERT J. MYERS, KENNETH HAYNIE, ) WILLIAM C. KIMBALL, JOHNNY DANOS, ) DIANE C. BRIDGEWATER, JEFFREY M. ) LAMBERTI, RICHARD A. WILKEY and H. ) LYNN HORAK, ) ) Additional Counterclaim ) Defendants. ) _______________________________________ ) DEFENDANTS’ ANSWER, AFFIRMATIVE DEFENSES AND COUNTERCLAIMS FOR DECLARATORY AND INJUNCTIVE RELIEF

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ANSWER Defendants Alimentation Couche-Tard Inc. and ACT Acquisition Sub, Inc. (collectively, “Couche-Tard” unless otherwise noted), by and through their undersigned attorneys, hereby answer the Complaint (the “Complaint”) filed by Casey’s General Stores, Inc. (“Casey’s”) in this action as follows: Deny knowledge or information sufficient to form a belief as to the truth of the allegations contained in the first unenumerated paragraph of the Complaint, except deny that discovery will provide evidentiary support for Casey’s claims. 1. 2. 3. Deny the allegations in paragraph 1 of the Complaint. Admit the allegations in paragraph 2 of the Complaint. Admit that Couche-Tard has expanded through acquisitions, including

acquisitions in the United States, during the past ten years. Except as so admitted, deny the allegations in paragraph 3 of the Complaint. 4. 5. Admit the allegations in paragraph 4 of the Complaint. Admit that Couche-Tard completed the acquisition of Circle K in 2003.

Except as so admitted, deny the allegations in paragraph 5 of the Complaint, except deny knowledge or information sufficient to form a belief as to the truth of the allegations contained in the second sentence thereof. 6. Admit upon information and belief the allegations in the first three

sentences of paragraph 6 of the Complaint. Except as so admitted, deny the allegations in paragraph 6 of the Complaint. 7. Deny the allegations in paragraph 7 of the Complaint.

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8.

Admit that in September 2009, Couche-Tard began purchasing shares of

Casey’s common stock on the open market and that, as of October 5, 2009, Couche-Tard held approximately 140,000 shares of Casey’s common stock. Further admit that, as of October 5, 2009, Couche-Tard had not yet approached Casey’s regarding a potential business combination transaction. paragraph 8 of the Complaint. 9. 10. Admit the allegations in paragraph 9 of the Complaint. Admit that on March 9, 2010, Couche-Tard sent a letter to Mr. Myers, and Except as so admitted, deny the allegations in

refer to that letter for a complete statement of its contents. Further admit that on March 29, 2010, Couche-Tard received a letter from Mr. Myers, and refer to that letter for a complete statement of its contents. Further admit that on March 30, 2010, Couche-Tard sent a letter to Mr. Myers and that on April 7, 2010, Couche-Tard received a letter from Mr. Myers, and refer to those letters for a complete statement of their contents. Except as so admitted, deny the allegations in paragraph 10 of the Complaint. 11. Admit that from September 2009 to April 10, 2010, Couche-Tard acquired

additional shares of Casey’s common stock on the open market. Except as so admitted, deny the allegations in paragraph 11 of the Complaint. 12. Admit the allegations in paragraph 12 of the Complaint, except for the last

clause of the second sentence of paragraph 12, which contains a legal conclusion as to which no responsive pleading is required. 13. Complaint. Admit upon information and belief the allegations in paragraph 13 of the

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14.

Admit that on April 9, 2010, Couche-Tard issued a press release, a copy of

which was filed with the SEC under Schedule TO-C, and refer to the press release for a complete statement of its contents. paragraph 14 of the Complaint. 15. Admit that Couche-Tard’s press release did not discuss Couche-Tard’s Except as so admitted, deny the allegations in

purchase of shares of Casey’s stock. Except as so admitted, deny the allegations in paragraph 15 of the Complaint. 16. Admit upon information and belief that Casey’s stock price opened at

$38.13 per share on April 9, 2010. Except as so admitted, deny the allegations in paragraph 16 of the Complaint. 17. Admit that on April 9, 2010, Couche-Tard sold 1,975,000 shares of

Casey’s common stock at $38.43 per share, and that such sale was subsequently disclosed by Couche-Tard in its Schedule TO filed with the SEC, and refer to that Schedule for a complete statement of its contents. paragraph 17 of the Complaint. 18. Admit that on April 9, 2010, Couche-Tard sold 1,975,000 shares of Except as so admitted, deny the allegations in

Casey’s common stock at $38.43 per share, and that such sale was subsequently disclosed by Couche-Tard in its Schedule TO filed with the SEC, and refer to that Schedule for a complete statement of its contents. paragraph 18 of the Complaint. 19. 20. 21. Deny the allegations in paragraph 19 of the Complaint. Deny the allegations in paragraph 20 of the Complaint. Deny the allegations in paragraph 21 of the Complaint. Except as so admitted, deny the allegations in

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22. 23. 24. 25. Complaint. 26. 27. 28.

Deny the allegations in paragraph 22 of the Complaint. Deny the allegations in paragraph 23 of the Complaint. Deny the allegations in paragraph 24 of the Complaint. Admit upon information and belief the allegations in paragraph 25 of the

Admit the allegations in paragraph 26 of the Complaint. Admit the allegations in paragraph 27 of the Complaint. State that paragraph 28 of the Complaint states a legal conclusion as to

which no responsive pleading is required. 29. State that paragraph 29 of the Complaint states a legal conclusion as to

which no responsive pleading is required. 30. State that paragraph 30 of the Complaint states a legal conclusion as to

which no responsive pleading is required. 31. State that paragraph 31 of the Complaint states a legal conclusion as to

which no responsive pleading is required. 32. Admit that Couche-Tard has expressed a desire to increase shareholder

value through acquisitions. Admit that the cited article was published, and refer to the cited article for a complete statement of its contents. Except as so admitted, deny the allegations in paragraph 32 of the Complaint. 33. Admit that the cited articles were published, and refer to the cited articles

for a complete statement of their contents. Except as so admitted, deny the allegations in paragraph 33 of the Complaint.

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34.

Admit that the cited article was published, and refer to the cited article for

a complete statement of its contents. Except as so admitted, deny the allegations in paragraph 34 of the Complaint. 35. Admit that the cited articles were published, and refer to the cited articles

for a complete statement of their contents. Except as so admitted, deny the allegations in paragraph 35 of the Complaint. 36. Admit that the cited article was published, and refer to the cited article for

a complete statement of its contents. Except as so admitted, deny the allegations in paragraph 36 of the Complaint. 37. 38. Deny the allegations in paragraph 37 of the Complaint. Admit that from September 2009 to April 10, 2010, Couche-Tard acquired

additional shares of Casey’s common stock on the open market. Except as so admitted, deny the allegations in paragraph 38 of the Complaint. 39. 40. 41. Admit the allegations in paragraph 39 of the Complaint. Deny the allegations in paragraph 40 of the Complaint. Admit that on October 6, 2009, Mr. Myers had a telephone conversation Further admit the last two sentences of paragraph 41 of the

with Mr. Bouchard. Complaint. Complaint. 42. 43. 44.

Except as so admitted, deny the allegations in paragraph 41 of the

Admit the allegations in paragraph 42 of the Complaint. Admit the allegations in paragraph 43 of the Complaint. Deny knowledge or information sufficient to form a belief as to the truth

of the allegations contained in paragraph 44 of the Complaint.

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45.

Admit that on March 10, 2010, Mr. Myers sent an email to Mr. Bouchard Except as so admitted, deny

acknowledging receipt of Couche-Tard’s proposal.

knowledge or information sufficient to form a belief as to the truth of the remaining allegations in paragraph 45 of the Complaint. 46. Deny knowledge or information sufficient to form a belief as to the truth

of the allegations in paragraph 46 of the Complaint. 47. 48. 49. Admit the allegations in paragraph 47 of the Complaint. Admit the allegations in paragraph 48 of the Complaint. Deny knowledge or information sufficient to form a belief as to the truth

of the allegations in paragraph 49 of the Complaint. 50. 51. 52. Admit the allegations in paragraph 50 of the Complaint. Deny the allegations in paragraph 51 of the Complaint. Admit that the cited articles were published, and refer to the cited articles

for a complete statement of their contents. Except as so admitted, deny the allegations in paragraph 52 of the Complaint. 53. Admit that the cited article was published, and refer to the cited article for

a complete statement of its contents. Except as so admitted, deny the allegations in paragraph 53 of the Complaint. 54. Admit that the cited articles were published, and refer to the cited articles

for a complete statement of their contents. Except as so admitted, deny the allegations in paragraph 54 of the Complaint. 55. 56. Deny the allegations in paragraph 55 of the Complaint. Deny the allegations in paragraph 56 of the Complaint.

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57.

Admit that Couche-Tard filed the Schedule TO, and refer to the Schedule

TO for a complete statement of its contents. Except as so admitted, deny the allegations in paragraph 57 of the Complaint. 58. 59. 60. 61. 62. Deny the allegations in paragraph 58 of the Complaint. Deny the allegations in paragraph 59 of the Complaint. Admit the allegations in paragraph 60 of the Complaint. Deny the allegations in paragraph 61 of the Complaint. Admit that on April 9, 2010, Couche-Tard sold 1,975,000 shares of

Casey’s common stock at $38.43 per share, and refer to the Schedule TO for a complete statement of its contents. Except as so admitted, deny the allegations in paragraph 62 of the Complaint. 63. Admit upon information and belief that Couche-Tard’s sale of 1,975,000

shares of Casey’s common stock on April 9, 2010 occurred during the first hour of trading. Except as so admitted, deny the allegations in paragraph 63 of the Complaint. 64. 65. Deny the allegations in paragraph 64 of the Complaint. Admit that the cited article was published, and refer to the cited article for

a complete statement of its contents. Except as so admitted, deny the allegations in paragraph 65 of the Complaint. 66. 67. Admit the allegations in paragraph 66 of the Complaint. Admit that the cited articles were published, and refer to the cited articles

for a complete statement of their contents. Except as so admitted, deny the allegations in paragraph 67 of the Complaint. 68. Deny the allegations in paragraph 68 of the Complaint.

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69. 70. 71. 72. 73. 74.

Admit the allegations in paragraph 69 of the Complaint. Deny the allegations in paragraph 70 of the Complaint. Deny the allegations in paragraph 71 of the Complaint. Deny the allegations in paragraph 72 of the Complaint. Deny the allegations in paragraph 73 of the Complaint. Couche-Tard repeats and realleges its responses to paragraphs 1 through

73 hereof as if fully set forth herein. 75. Admit that prior to April 9, 2010, Couche-Tard purchased 1,975,362

shares of Casey’s common stock, which upon information and belief represented approximately 3.9% of the outstanding common shares. Except as so admitted, deny the allegations in paragraph 75 of the Complaint. 76. 77. Deny the allegations in paragraph 76 of the Complaint. Admit that the tender offer announcement was made and that Couche-Tard Except as so admitted, deny the

filed the announcement under Schedule TO-C. allegations in paragraph 77 of the Complaint. 78. 79. 80. 81. 82.

Deny the allegations in paragraph 78 of the Complaint. Deny the allegations in paragraph 79 of the Complaint. Deny the allegations in paragraph 80 of the Complaint. Deny the allegations in paragraph 81 of the Complaint. Couche-Tard repeats and realleges its responses to paragraphs 1 through

81 hereof as if fully set forth herein. 83. Deny the allegations in paragraph 83 of the Complaint.

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84.

Refer to the statute and regulation cited in paragraph 84 of the Complaint

for a complete statement of their contents. 85. Admit that on April 9, 2010, before the market opened, Couche-Tard

publicly announced in a press release filed under Schedule TO-C that it planned to make a tender offer for all outstanding shares of Casey’s common stock. admitted, deny the allegations in paragraph 85 of the Complaint. 86. 87. 88. 89. 90. Deny the allegations in paragraph 86 of the Complaint. Deny the allegations in paragraph 87 of the Complaint. Deny the allegations in paragraph 88 of the Complaint. Deny the allegations in paragraph 89 of the Complaint. Couche-Tard repeats and realleges its responses to paragraphs 1 through Except as so

89 hereof as if fully set forth herein. 91. 92. 93. 94. 95. 96. 97. 98. 99. Complaint. Deny the allegations in paragraph 91 of the Complaint. Deny the allegations in paragraph 92 of the Complaint. Deny the allegations in paragraph 93 of the Complaint. Deny the allegations in paragraph 94 of the Complaint. Deny the allegations in paragraph 95 of the Complaint. Deny the allegations in paragraph 96 of the Complaint. Deny the allegations in paragraph 97 of the Complaint. Deny the allegations in paragraph 98 of the Complaint. Deny that plaintiff is entitled to the relief requested in paragraph 99 of the

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100. the Complaint. 101. the Complaint. 102. the Complaint. 103. the Complaint. 104. the Complaint. 105. the Complaint.

Deny that plaintiff is entitled to the relief requested in paragraph 100 of

Deny that plaintiff is entitled to the relief requested in paragraph 101 of

Deny that plaintiff is entitled to the relief requested in paragraph 102 of

Deny that plaintiff is entitled to the relief requested in paragraph 103 of

Deny that plaintiff is entitled to the relief requested in paragraph 104 of

Deny that plaintiff is entitled to the relief requested in paragraph 105 of

AFFIRMATIVE DEFENSES Couche-Tard asserts the following affirmative defenses and reserves the right to assert other defenses when and if they become appropriate and/or available in this action. The assertion of any defense herein does not assume the burden of proof on any issue as to which applicable law places the burden on Casey’s. FIRST AFFIRMATIVE DEFENSE The Complaint fails to state a claim upon which relief may be granted. SECOND AFFIRMATIVE DEFENSE Plaintiff lacks standing to assert some or all of the claims set forth in the Complaint.

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THIRD AFFIRMATIVE DEFENSE Plaintiff has failed to plead fraud with particularity as required by Fed. R. Civ. P. 9(b). FOURTH AFFIRMATIVE DEFENSE Plaintiff comes into Court with unclean hands. FIFTH AFFIRMATIVE DEFENSE Couche-Tard had no duty to disclose its purchases and sales of Casey’s common stock prior to the filing of its Schedule TO on June 2, 2010. COUNTERCLAIMS Defendants and Counterclaim Plaintiffs Alimentation Couche-Tard Inc. and ACT Acquisition Sub, Inc. (collectively, “Couche-Tard” unless otherwise noted), by and through their undersigned attorneys, bring the following counterclaims against Casey’s General Stores, Inc. (“Casey’s”) and additional Counterclaim Defendants Robert J. Myers, Kenneth Haynie, William C. Kimball, Johnny Danos, Diane C. Bridgewater, Jeffrey M. Lamberti, Richard A. Wilkey and H. Lynn Horak (collectively, the “Director Defendants”) upon knowledge as to matters relating to themselves and upon information and belief as to all other matters, as follows: NATURE AND SUMMARY OF THE ACTION 1. Couche-Tard brings this action to secure declaratory and injunctive relief

against the Director Defendants, who have violated, and who continue to violate, their fiduciary duties to Casey’s and its shareholders. Couche-Tard is, and at all relevant times was, a shareholder of Casey’s. 2. Each of the Director Defendants has violated the duties of care, loyalty

and good faith owed to Casey’s and its shareholders by implementing and/or leaving in 11

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place defensive devices designed to thwart Couche-Tard’s non-coercive, nondiscriminatory, premium tender offer to purchase all of the outstanding shares of Casey’s common stock for $36 per share in cash. These tactics serve no purpose other than to entrench the Director Defendants and Casey’s management. 3. The Director Defendants’ conduct is unreasonable, fundamentally unfair

and lacks a rational business purpose. 4. After the Director Defendants repeatedly rejected, and refused even to

engage in discussions regarding, Couche-Tard’s proposal to enter into a business combination with Casey’s -- including a publicly-announced offer on April 9, 2010 to acquire Casey’s for $36 per share in cash -- Couche-Tard had no choice but to bring its offer directly to Casey’s shareholders. Accordingly, on June 2, 2010, Couche-Tard commenced an all-cash tender offer to purchase all outstanding shares of Casey’s common stock for $36 per share (the “Tender Offer”), representing a 14% premium to the closing price of Casey’s common stock on the last trading day prior to the public announcement of Couche-Tard’s proposal and a 24% premium to Casey’s one-year average closing price. Moreover, the offer price represented an 8.9% premium to the alltime and 52-week high of Casey’s trading price prior to the public announcement. By contrast, the mean initial offer price for all unsolicited cash offers greater than $1 billion since 1997 is a 31% discount to the target companies’ respective all-time highs and a 6% discount to their respective 52-week highs. 5. The Tender Offer is the initial step in a proposed two-stage merger

transaction, and is to be followed by a second-step merger of a wholly-owned subsidiary of Couche-Tard with Casey’s, pursuant to which it is currently anticipated that (a)

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Couche-Tard would be the surviving company in the merger and (b) each share of Casey’s common stock would be converted into the right to receive an amount in cash equal to the per share price paid by Couche-Tard in the Tender Offer (the “Proposed Merger” and, together with the Tender Offer, the “Proposed Acquisition”). 6. On June 8, 2010, the Director Defendants, again without undertaking any

discussion with Couche-Tard concerning the merits of its proposal, recommended through Casey’s Solicitation/Recommendation Statement on Schedule 14D-9 (the “14D9”) that Casey’s shareholders not tender their shares. 7. The Director Defendants’ sustained refusal to negotiate with Couche-Tard

has made this action necessary because the Tender Offer is conditioned upon the removal of certain improper and unlawful impediments to the consummation of the Proposed Acquisition, namely, defensive measures that are fundamentally unfair to Casey’s shareholders and that serve no rational business purpose. 8. In contravention of their fiduciary duties, the Director Defendants have (i)

adopted and failed to redeem or make inapplicable to the Proposed Acquisition Casey’s recently-implemented “poison pill” -- the preferred share purchase rights (“Rights”) issued pursuant to Casey’s Rights Agreement, dated as of April 16, 2010 (the “Rights Agreement”); (ii) executed lucrative employment agreements with several top officers that trigger upon a change in control to defeat Couche-Tard’s Proposed Acquisition by entrenching management and making any acquisition considerably more expensive; and (iii) failed to exempt the Proposed Acquisition from Section 490.1110 (the “Business Combination Statute”) of the Iowa Business Corporation Act (the “IBCA”), which imposes a three-year moratorium on business combinations between Iowa corporations

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and “interested shareholders” that are not approved in advance by the corporation’s board of directors (with certain limited, largely illusory “exceptions”). Thus, the Business Combination Statute effectively prohibits the successful consummation of any hostile takeover bid for at least three years. It does so regardless of -- and, potentially, contrary to -- shareholders’ wishes or best interests. 9. This irreparable injury to Casey’s shareholders is compounded by certain

other provisions of the IBCA, the purpose and effect of which are (i) to permit a board of directors to reject a takeover attempt it does not want no matter how beneficial to shareholders, (ii) to permit a board of directors thereby to destroy shareholder value without compensation and (iii) to exempt such misconduct by directors from any judicial review. In addition to the Business Combination Statute, these provisions include: (a) IBCA § 490.624A (the “Poison Pill Statute”), which expressly permits directors to adopt so-called “rights plans” with almost unfettered discretion as to their terms, the effect of which is to render the Tender Offer here ineffective by making it prohibitively expensive; and (b) IBCA § 490.1108A (the “Other Constituencies Statute”), which, in the context of a takeover proposal, permits a board of directors to consider, and even favor, other “community interest factors” -including the corporation’s employees, suppliers, customers and creditors and the communities in which the corporation operates -over the interests of the shareholders. The statute also provides that directors who reject a takeover offer based on any of these

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non-shareholder interests (i) “ha[ve] no obligation to facilitate, to remove any barriers to, or to refrain from impeding, the proposal or offer” and (ii) are purportedly immune from any claim for breach of fiduciary duty because “[c]onsideration of any or all of the community interest factors is not a violation of the business judgment rule or of any duty of the director to the shareholders, or a group of shareholders . . . .” (Emphasis added.) Thus, the provision gives license to corporate directors to reject any takeover proposal regardless of how favorable it might be to shareholders, thereby entrenching themselves while shareholder interests are disregarded, and simultaneously to relieve themselves of any and all fiduciary obligations and liability to shareholders simply by attributing their decision to a “community interest factor.” Such a result is contrary to every fundamental tenet of corporate governance and shareholder primacy. 10. In combination with the defensive devices adopted by the Director

Defendants, these statutory provisions (collectively, the “Iowa Anti-Takeover Scheme”) deprive the Proposed Acquisition of any meaningful opportunity for success. Moreover, these statutory provisions operate to effectively prohibit, regardless of the interests of shareholders, any tender offer for shares of an Iowa corporation that is not approved by an incumbent board.

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11.

The Iowa Anti-Takeover Scheme thus conflicts directly with and

effectively nullifies and repeals the full purposes and objectives of the Williams Act, § 14(d) et seq., 15 U.S.C. §§ 78m(d)-(e) and 78n(d)-(f). 12. The Iowa Anti-Takeover Scheme prohibits any tender offer for shares of

an Iowa corporation without the prior approval of an incumbent board of directors, regardless of the interests of shareholders, which effectively nullifies and repeals the Williams Act. 13. As such, the Iowa Anti-Takeover Scheme is preempted under the

Supremacy Clause of the United States Constitution, art. VI, cl. 2. 14. The Iowa Anti-Takeover Scheme also violates the Commerce Clause of

the United States Constitution, art. I, sect. 8, cl. 3, both facially and as applied to this case. When applied to a tender offer by a bidder for the shares of a corporation traded on a national securities exchange, it fails to serve any legitimate local interest in regulating internal corporate governance or protecting shareholders, but instead purports to regulate, and imposes a substantial undue burden on, interstate commerce. By effectively

prohibiting non-resident shareholders from selling their shares to a bidder because the board of directors concludes that doing so will serve the interests of non-shareholder constituencies who need not ever be residents of Iowa -- such as suppliers or customers -the Iowa Anti-Takeover Scheme constitutes extraterritorial regulation outside of the State of Iowa and violates the so-called “dormant” Commerce Clause of the United States Constitution, art. I, sect. 8, cl. 3. 15. For the same reason, by effectively prohibiting shareholders from

accepting the substantial premium in the Tender Offer and by restricting shareholders’

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property interests in their right to vote, to dispose of shares, and to seek review of business decisions made by boards of directors, the Iowa Anti-Takeover Scheme constitutes an improper taking without just compensation of shareholders’ property rights under the Takings Clauses of the United States Constitution, Amendments V and XIV, and Article I, Section 18 of the Iowa Constitution, both facially and as applied to this case. By expressly authorizing boards of directors to act contrary to shareholders’ interests, the Iowa Anti-Takeover Scheme works a substantial diminution in the value of shareholders’ property interests in their shares of Iowa corporations like Casey’s and serves no legitimate public purpose. 16. The Iowa Anti-Takeover Scheme also constitutes an illegal and

unconstitutional interference with shareholders’ inalienable rights of “acquiring, possessing and protecting property” guaranteed by Article I, Section 1 of the Iowa Constitution. The Iowa Anti-Takeover Scheme diminishes the value of shareholders’ ownership interests in Iowa corporations and constitutes an impermissible legislative interference with shareholders’ voting rights by improperly delegating to boards of directors discretion to favor the interests of “other constituencies” over the interests of the shareholders who own the company and to otherwise interfere with shareholders’ rights to tender their shares at a premium. 17. The provisions in the Iowa Anti-Takeover Scheme that allow directors to

effectively impede a tender offer that offers a large premium to shareholders constitute an unreasonable use of legislative power. The Iowa Anti-Takeover Scheme provides no public benefit sufficient to warrant the stark deprivation of rights it imposes on shareholders, nor is it substantially related to any legitimate legislative objective. On the

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contrary, it permits corporate directors to reject tender offers in order to entrench themselves and management at the expense of the shareholders who own the company. The party whose inalienable rights are stripped -- corporate shareholders -- receive no benefit from the Iowa Anti-Takeover Act. 18. Finally, the 14D-9, filed with the SEC in response to the Tender Offer,

urged Casey’s shareholders not to tender their shares, and in so doing both made misstatements of material facts and withheld from shareholders critical material information in violation of Section 14(e) of the Securities Exchange Act of 1934. 19. Accordingly, Couche-Tard seeks a judgment: (i) declaring that the

Director Defendants have breached their common law and statutory fiduciary duties to Casey’s and its shareholders by (a) unreasonably adopting a poison pill and approving new employment agreements for Casey’s executives that are triggered upon a change of control in order to entrench management and prevent consummation of the Proposed Acquisition and (b) refusing to neutralize the poison pill and failing to render the Business Combination Statute inapplicable to the Proposed Acquisition; (ii) declaring that the Iowa Anti-Takeover Scheme is void and unconstitutional both facially and as applied to this case and that it does not govern the Director Defendants’ actions in response to the Proposed Acquisition; (iii) ordering the Director Defendants to neutralize the poison pill by redeeming the Rights or otherwise rendering it inapplicable to the Tender Offer, approve the Proposed Acquisition pursuant to the Business Combination Statute or otherwise render it inapplicable to the Proposed Acquisition, take all other action to permit the Casey’s shareholders to tender their shares, and eliminate all other impediments to the Proposed Acquisition; and (iv) declaring that the Director Defendants

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have violated Section 14(e) of the Securities Exchange Act of 1934 and ordering them to make corrective disclosure in the 14D-9. PARTIES 20. Defendant and Counterclaim Plaintiff Couche-Tard, a Canadian

corporation with principal administrative offices in Québec, Canada, is a leading convenience store operator offering a range of food products, beverages, other merchandise and services and motor fuel throughout both Canada and the United States. It has operations in 43 states and the District of Columbia and in all ten Canadian provinces, and its shares trade principally on the Toronto Stock Exchange. Couche-Tard is a Canadian foreign private issuer subject to the informational requirements of the Securities Exchange Act of 1934. 21. Defendant and Counterclaim Plaintiff ACT Acquisition Sub, Inc. (“ACT

Acquisition Sub”) is an indirect wholly owned subsidiary of Couche-Tard with its principal place of business in Québec, Canada. ACT Acquisition Sub was recently formed under the laws of the State of Iowa for the purpose of making the Tender Offer and taking other action as necessary in connection therewith. ACT Acquisition Sub has not engaged, and is not expected to engage, in any business other than in connection with its organization, the Proposed Acquisition and undertaking a proxy solicitation for the purpose of replacing the Director Defendants with a new board of directors. 22. Plaintiff and Counterclaim Defendant Casey’s is an Iowa corporation with

its principal executive offices in Ankeny, Iowa. Casey’s operates convenience stores that carry a broad selection of food, beverages, tobacco products, health and beauty aids, automotive products and other nonfood items, and offer gasoline for sale on a self-service

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basis. According to its public filings, as of April 30, 2009, Casey’s operated a total of 1,478 stores throughout nine Midwestern states, including Iowa, Missouri and Illinois. According to the 14D-9, Casey’s had 50,929,162 shares of common stock issued and outstanding as of June 4, 2010, with an additional 5,956,550 shares of common stock reserved for issuance under Casey’s equity compensation plans, of which up to a maximum of 956,550 shares of common stock were issuable or otherwise deliverable in connection with the vesting of outstanding equity awards. Casey’s common stock is listed and traded on the NASDAQ Global Select Market under the symbol “CASY.” 23. Additional Counterclaim Defendant Robert J. Myers is the President and

Chief Executive Officer of Casey’s and a director. He has served on the board since 2006. 24. Additional Counterclaim Defendant Kenneth Haynie is a director of

Casey’s and has served on the board since 1987. 25. Additional Counterclaim Defendant Johnny Danos is a director of Casey’s

and has served on the board since 2004. 26. Additional Counterclaim Defendant William C. Kimball is a director of

Casey’s and has served on the board since 2004. 27. Additional Counterclaim Defendant Diane C. Bridgewater is a director of

Casey’s and has served on the board since 2007. 28. Additional Counterclaim Defendant Jeffrey M. Lamberti is a director of

Casey’s and has served on the board since 2008. 29. Additional Counterclaim Defendant William Richard A. Wilkey is a

director of Casey’s and has served on the board since 2008.

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30.

Additional Counterclaim Defendant H. Lynn Horak is a director of

Casey’s and has served on the board since 2009. 31. Because of their positions as described above, the Director Defendants

owe fiduciary duties of care, loyalty, and good faith to Casey’s and its shareholders. JURISDICTION AND VENUE 32. This Court has jurisdiction over this action pursuant to: (i) 28 U.S.C.

§ 1331, because the action arises under federal Constitutional and statutory provisions; (ii) 15 U.S.C. § 78aa, because the action arises under Section 14(e) of the Securities Exchange Act of 1934, 15 U.S.C. § 78n(e); and (iii) 28 U.S.C. § 1367, because the state law claims asserted herein are related to the claims within this Court’s original federal question jurisdiction so as to form part of the same case or controversy under Article III of the United States Constitution. 33. Couche-Tard seeks, inter alia, declaratory relief pursuant to 28 U.S.C.

§§ 2201 and 2202 and Rule 57 of the Federal Rules of Civil Procedure and injunctive relief pursuant to Rule 65 of the Federal Rules of Civil Procedure. There exists an actual, substantial and immediate controversy within this Court’s jurisdiction, which is the result of the Director Defendants’ conduct and will be redressed by a judicial decision granting the relief sought herein. 34. This Court also has jurisdiction over the Director Defendants pursuant to

Rules 13(h), 19, and 20 of the Federal Rules of Civil Procedure. 35. Venue is proper in this district pursuant to 28 U.S.C. § 1391(b)(2) and (c)

and 15 U.S.C. § 78aa.

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FACTUAL BACKGROUND A. Couche-Tard Identifies Untapped Value For Both Companies’ Shareholders Through A Prospective Business Combination With Casey’s 36. In the Fall of 2009, Couche-Tard decided to approach Casey’s about a

potential business combination after Couche-Tard’s management and board of directors determined that such a combination would foster growth and shareholder returns superior to those of the respective companies on their own. A key driver of that assessment, in addition to the combination of world-class competencies, was the highly complementary nature of the two businesses. 37. Casey’s success has been centered in Iowa and surrounding states in the

Midwest, while Couche-Tard is the leader in the Canadian convenience store industry and the largest independent convenience store operator in North America. Couche-Tard has a strong track record of successful integration of acquired businesses, with its acquisition of Circle K Corp. from ConocoPhillips Co. and deals with Exxon Mobil Corp., Shell Oil Products US, BP West Coast Products LLC and Spirit Energy LLC. Combining the two businesses would marry the geographic and operational strengths of each and result in a more diverse company, able to offer its products and services more efficiently through an expanded distribution network. B. Couche-Tard Informally Approaches Casey’s And Is Rejected 38. On October 6, 2009, Alain Bouchard, the President and Chief Executive

Officer of Couche-Tard, contacted Robert Myers, the President and Chief Executive Officer of Casey’s, and expressed preliminary interest in exploring a possible business combination transaction with Casey’s. Mr. Bouchard told Mr. Myers that careful study had convinced Couche-Tard’s managers and directors that joining forces with Casey’s

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would, through geographic and business diversification and highly complementary business capabilities, create significant additional returns to shareholders, and substantial benefits to stakeholders, of both companies. 39. Having received no response, Mr. Bouchard again contacted Mr. Myers on

November 13, 2009 to reaffirm Couche-Tard’s interest in pursuing a transaction with Casey’s. To this overture, Mr. Myers responded that Couche-Tard should submit any proposal in writing. C. The Director Defendants Repeatedly Reject Couche-Tard’s Written Proposals Without Discussion Or Negotiation 40. On March 9, 2010, Mr. Bouchard sent a letter to Mr. Myers setting forth

Couche-Tard’s proposal to acquire 100% of the outstanding shares of Casey’s at a price of $36 per share. That price represented a 14% premium over Casey’s closing price on the day before, a 17% premium over Casey’s 90-calendar day average closing price and a 24% premium over Casey’s one-year average closing price. Moreover, the offer price represented an 8.9% premium to the all-time and 52-week high of Casey’s trading price prior to the April 9, 2010 announcement. By contrast, the mean initial offer price for all unsolicited cash offers greater than $1 billion since 1997 is a 31% discount to the target companies’ respective all-time highs and a 6% discount to their respective 52-week highs. Similarly, based on Casey’s reported financial results before any adjustments, the $36 per share price implied a 7.4x last twelve month EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) multiple -- a substantial premium to Casey’s estimated EBITDA trading multiples for year-end 2011 as of the date Couche-Tard’s proposal was publicly announced (5.6x).

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41.

Mr. Bouchard’s letter stated that Couche-Tard had strong financing

support and was prepared to engage with Casey’s to proceed to an agreement in a matter of weeks. The letter made clear that Couche-Tard’s management team, financial advisors and legal counsel were available at Casey’s convenience to discuss any aspect of the terms and structure of the offer. 42. Mr. Bouchard’s letter also stated that Couche-Tard had an extremely high

regard for Casey’s operations, management and employees, and that Couche-Tard, with highly decentralized operations, had a track record of keeping most of its acquired companies’ existing management and employees in place. 43. Upon information and belief, the Director Defendants rejected Couche-

Tard’s March 9, 2010 proposal. 44. The Director Defendants did not make any counter-offer to the proposal,

nor did they even discuss the proposal with Couche-Tard or its advisors. 45. Instead, on March 29, 2010, Mr. Myers sent a brief, four-sentence letter to

Mr. Bouchard notifying Mr. Bouchard of the rejection. 46. The letter provided no explanation for the Director Defendants’ rejection

of the proposal. 47. On March 30, 2010, Mr. Bouchard sent another letter to Mr. Myers,

requesting that the Casey’s board reconsider the proposal and enter into negotiations with Couche-Tard. In the letter, Mr. Bouchard reported Couche-Tard’s continued willingness to work together with Mr. Myers and Casey’s board of directors to negotiate a transaction for joint presentation to Casey’s shareholders. 48. The Director Defendants once again rejected Couche-Tard’s proposal.

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49.

On April 7, 2010, Mr. Myers sent a brief, five-sentence letter to Mr.

Bouchard which provided no explanation for refusing the proposal, other than that it was “not in the best interests of the Company.” 50. Again, the Director Defendants made no counter-offer and refused to

engage in discussions or negotiations with Couche-Tard. 51. On April 9, 2010, Couche-Tard once more approached Casey’s. That

morning, Mr. Bouchard informed Mr. Myers of a letter forthcoming that day renewing Couche-Tard’s offer to join with Casey’s to create significant value for their respective shareholders, employees, business partners and other constituencies. publicly disclosed the letter and filed it with the SEC. 52. Later that same morning, Mr. Myers sent a publicly-filed response letter to Couche-Tard

Mr. Bouchard, which once again rejected Couche-Tard’s proposal. 53. In this letter, for the first time, Mr. Myers expressed the belief that

Couche-Tard’s proposal undervalued Casey’s shares. Yet, the letter did not say how far undervalued the Director Defendants believed the proposal to be, or provide any counteroffer reflecting what they viewed as an accurate valuation. D. The Director Defendants Enact Defensive Measures 54. In response to Couche-Tard’s overtures, the Director Defendants adopted

a poison pill on April 16, 2010 that ensured that any attempted takeover would be prohibitively expensive. The Director Defendants’ action, unless enjoined, precludes any attempted tender offer, regardless of how favorable it is to Casey’s shareholders, unless approved by Casey’s board. The consequence of this is to entrench the Director

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55.

Also on April 16, the Director Defendants approved a new employment

agreement with Mr. Myers, which extended his employment as President and CEO through April 30, 2013 at a base salary of $660,000 per year (without accounting for any bonus payment). Notably, the Director Defendants agreed to this extension

notwithstanding that Mr. Myers’ previous employment contract -- which contained identical salary terms -- did not expire until June 21, 2011. 56. The Director Defendants then added another layer of entrenchment on

May 27, 2010, by approving amended employment agreements with ten of Casey’s top officers which, among other benefits, extended their employment for two years upon a change of control. The recipients of this corporate largesse included, among others, Director Defendant Myers and executive officers Terry W. Handley (Chief Operating Officer), William J. Walljasper (Senior Vice President and Chief Financial Officer), and Sam J. Billmeyer (Senior Vice President – Logistics and Acquisitions). 57. The Director Defendants further cemented management in place by

amending the employment agreements of two more officers in identical fashion on June 1, 2010, bringing the total to twelve Casey’s officers who abruptly received employment extensions in response to Couche-Tard’s proposals (collectively, and together with the May 27, 2010 employment agreements, the “Change of Control Agreements”). Under their prior employment agreements, none of these executives would have received such an extension upon consummation of a merger of the type proposed by Couche-Tard. 58. The apparent purpose of the Change of Control Agreements is to entrench

incumbent management, burden Casey’s with substantial financial liabilities upon a change of control, and limit Couche-Tard’s ability to exercise control over Casey’s

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following consummation of the Proposed Merger, thereby making the Proposed Merger less attractive. 59. In adopting the poison pill and approving the Change of Control

Agreements, the Director Defendants breached their fiduciary duties to Casey’s and its shareholders. E. The Director Defendants’ Refusal To Negotiate Forces Couche-Tard To Communicate Its Offer Directly To Casey’s Shareholders 60. On June 2, 2010, ACT Acquisition Sub, an indirect wholly owned

subsidiary of Couche-Tard, announced an all-cash, non-discriminatory tender offer for 100% of the outstanding shares of Casey’s common stock for $36 per share. 61. In a press release announcing the Tender Offer, Couche-Tard stated that a

Casey’s/Couche-Tard combination would deliver superior value to the companies’ respective shareholders, employees, business partners and other constituencies. CoucheTard further explained that, because the Director Defendants had rejected its proposals without even discussing the economic terms and conditions of a potential business combination with Couche-Tard and its advisors, Couche-Tard had decided to present the offer directly to Casey’s shareholders and to permit them to choose for themselves. 62. On June 2, 2010, Casey’s issued a press release advising shareholders not

to take any action regarding the Tender Offer until the Director Defendants made a recommendation within ten business days. F. The Director Defendants Reject The Proposed Acquisition And, In The Process, Mislead Casey’s Shareholders 63. On June 8, 2010, Casey’s filed its 14D-9, wherein the Director Defendants

stated that they had determined at a meeting on June 6, 2010 “that the [Tender] Offer is not in the best interests of Casey’s and its shareholders and other constituencies.” 14D-9 27

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at 8. Accordingly, the Director Defendants recommended that Casey’s shareholders reject the Tender Offer and decline to tender their shares to Couche-Tard. Id. 64. In their zeal to persuade Casey’s shareholders to forego the premium

Tender Offer, the Director Defendants (i) made untrue statements of material fact in the 14D-9 and (ii) omitted material facts necessary to make the Director Defendants’ 14D-9 statements not misleading, in violation of Section 14(e) of the Williams Act, 15 U.S.C. § 78n(e). a. The Director Defendants (i) assert that Couche-Tard exaggerated

the level of dialogue between the companies (id. at 19) and (ii) characterize CoucheTard’s proposal as “unsolicited.” Id. at 1. Both statements are false. Mr. Bouchard reached out several times to Mr. Myers in the Fall of 2009 to discuss the proposed transaction. Mr. Myers (i.e., Casey’s) requested that Couche-Tard submit its proposal in writing, which Mr. Bouchard did on March 9, 2010. Casey’s repeatedly rejected CoucheTard’s overtures without elaboration or explanation. Couche-Tard has offered to meet directly with Casey’s -- or to coordinate a meeting of the companies’ respective advisors -- to discuss its proposal, and has both called and emailed Casey’s concurrently with each proposal submission, hoping to establish a dialogue. Each time, Couche-Tard has made clear its desire to negotiate a business combination on mutually acceptable terms and conditions; each time it has been rebuffed. b. The 14D-9 states that the 14% premium to Casey’s closing stock

price the day before Couche-Tard’s proposal was announced “is significantly lower than the 32% median premium for all cash acquisitions of U.S. companies in transactions valued between $1 billion and $3 billion in 2009 and 2010 to date (of which the median

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premium in completed hostile bids was 66%).” Id. at 18. This statement is false and misleading. In fact, the median premium for such transactions is 27%. Moreover, the 14D-9 leaves out critical contextual information. First, the offer price of $36.00 per share represents an 8.9% premium to the all-time and 52-week high of Casey’s trading price prior to the April 9, 2010 announcement. By contrast, the mean initial offer price for all unsolicited cash offers greater than $1 billion since 1997 is a 31% discount to the all time high and a 6% discount to the 52-week high of the respective target companies’ trading prices. Second, the one-day premium of 14% signifies not Couche-Tard’s

“opportunism,” as the 14D-9 asserts, but rather that Casey’s pre-announcement trading price already reflected the market’s recognition of Casey’s full value; indeed, the median research price target for Casey’s common stock prior to the announcement was $33.00 per share. c. Similarly misleading is the Director Defendants’ assertion that the

Tender Offer represents a low EBITDA multiple compared to historical industry trading. The 14D-9 states that the Tender Offer implies a multiple of 7.0x LTM (Last Twelve Months) EBITDA for the twelve months ending January 31, 2010, as compared “to a five year average LTM EBITDA trading multiple of 7.7x for the convenience store sector.” Id. at 18. This statement is misleading on several fronts. First, public trading tends to be driven by projected EBITDA expectations, not trailing data. Thus, LTM multiples are most commonly utilized in comparing acquisition multiples rather than public trading multiples. Second, the “five year average” LTM EBITDA for convenience store peers -which the 14D-9 lists as a 7.7x multiple -- was strategically selected by the Director Defendants and bears little value as a comparative tool, because it includes outlier years

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in which convenience stores traded at uncommonly high multiples driven by (i) the historically accessible leverage available to finance real estate and (ii) periods of abnormal oil price volatility and hurricane activity. These market aberrations thus skew the figures over a five year span. By contrast, at the time Couche-Tard publicly

announced its proposal, Casey’s traded at 5.6x CY2011E EBITDA based on the Institutional Brokers’ Estimate System (IBES), the same average trading multiple of The Pantry, Inc., Couche-Tard and Susser Holdings Corporation (the “peers” included in Casey’s computation). This is true even though Casey’s LTM EBITDA as of January 1, 2010 was higher ($258 million) than in any fiscal year during the five-year measuring period that Casey’s employed. d. The 14D-9 also contends that Couche-Tard’s precedent

transactions analysis improperly excluded prior transactions with higher multiples to make the Tender Offer appear more valuable. Id. This criticism is both unwarranted and inaccurate. While the 14D-9 contends that Couche-Tard should have included IYG Holding’s 2005 acquisition of 7-Eleven and Couche-Tard’s previous acquisition of Silcorp Limited in 1999, neither transaction is an appropriate guidepost for comparison with the Tender Offer. The 7-Eleven transaction was different in kind because 7-Eleven owned the name “7-Eleven” and received lucrative franchise royalties from a worldwide network of approximately 27,500 stores. Indeed, 7-Eleven only had 9% company

operated stores (compared to 100% for Casey’s), and franchisees accounted for approximately 60% of all 7-Eleven merchandise sales. The Silcorp transaction is

likewise irrelevant to assessing the Tender Offer, as it involved the acquisition of a Canadian company.

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e.

The 14D-9 asserts that the Tender Offer does not fully recognize

the value of Casey’s real estate holdings and the operational synergies that would result from a Couche-Tard/Casey’s merger. Id. These statements are misleading in that neither measure is significant. The opportunities for synergies in connection with the Proposed Acquisition are very limited for a transaction of this size, largely because Couche-Tard’s and Casey’s respective service areas have little overlap -- fewer than 30 Casey’s stores have a Couche-Tard store within a 1-mile radius. Further, Casey’s serves vastly different types of markets than Couche-Tard, with the former focused predominantly in rural markets and the latter operating predominantly in cities or dense suburban areas. Similarly, although Casey’s does own the vast majority of its real estate -- freeing Casey’s earnings from the rental expense many retailers endure -- the real estate generally consists of small parcels in rural markets that (i) lack valuable alternative uses and (ii) are not typically eligible for sale-leaseback financing because of location. f. Similarly, the 14D-9’s suggestion that Couche-Tard will be unable

to obtain financing (id. at 19) is both misleading and unsupportable. Couche-Tard’s credit worthiness is among the strongest of any company in the convenience store industry. For example, Couche-Tard’s bonds consistently trade in the market at among the lowest yields of all comparably-rated retailer debt securities. Moreover, at the close of the Proposed Acquisition, Couche-Tard expects to have a pro forma leverage ratio of 3.3x debt/EBITDA, and, coupled with the significant free cash flow generated by the Proposed Acquisition, expects to substantially deleverage within two years after closing. For these reasons, several prominent banks have already expressed a willingness to provide financing to Couche-Tard for the Proposed Acquisition. Couche-Tard simply

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made a business decision not to execute commitments prior to commencing its Tender Offer because of the substantial expenses it would incur by doing so. g. The 14D-9 also improperly insinuates that Couche-Tard engaged

in wrongful conduct by (i) acquiring shares of Casey’s common stock without publicly disclosing its position prior to commencing the Tender Offer and (ii) selling a portion of its holdings in Casey’s stock representing approximately 3.9% of Casey’s outstanding shares at a profit on the morning of April 9, 2010, the day of Couche-Tard’s public announcement of its intent to commence the Tender Offer. See id. These allegations are materially false and misleading. Couche-Tard had no obligation to disclose its position in Casey’s, since it never accumulated 5% of the outstanding shares of common stock, nor was it precluded from trading out of its position where the stock price unexpectedly surpassed the price Couche-Tard was willing to pay in connection with the Tender Offer. Couche-Tard did not determine to sell its Casey’s shares any time before April 9, and did so only because the stock price rose to a level at which Couche-Tard was unwilling to effect the Tender Offer. Moreover, Couche-Tard was advised by its broker prior to selling its Casey’s shares that such sale would not affect the market because of the large trading volume on that day. There is simply no indication of any intent to deceive or manipulate the market on Couche-Tard’s part -- the Director Defendants are using inflammatory accusations in an effort to rally support against a premium bidder. h. The 14D-9 also expresses the Director Defendants’ “belief” that

the consummation of the Tender Offer would adversely impact Casey’s other constituencies -- a belief purportedly based on “the differences in the manner in which Casey’s and Couche-Tard are operated and managed.” Id. at 20. The Director

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Defendants made no inquiry of Couche-Tard about its operations and management, and make no mention of either Couche-Tard’s track record of retaining employees of acquired companies, or Couche-Tard’s representation that its highly decentralized business model would keep most, if not all, Casey’s employees in place. Similarly, the 14D-9 ignores the benefits a combined company -- with greater scale -- can provide to constituents, including broader opportunities for Casey’s employees and expanded sales opportunities for Casey’s suppliers. In fact, the Director Defendants never even inquired about Couche-Tard’s plans for Casey’s, much less how those plans would affect various constituency interests. i. Finally, the 14D-9 fails to provide any analysis supporting the

Director Defendants’ conclusion that Couche-Tard’s Tender Offer undervalued Casey’s - a particularly striking omission since the Director Defendants only offered that reason once Couche-Tard made its proposal public (i.e., once the Director Defendants were forced to justify their successive rejections of Couche-Tard’s premium proposal to Casey’s shareholders). G. The Director Defendants Refuse To Dismantle The Anti-Takeover Devices 65. Couche-Tard’s Tender Offer is, by necessity, subject to several important

conditions, including that the Director Defendants (i) redeem Casey’s poison pill or otherwise render it inapplicable to the Proposed Acquisition and (ii) approve the Proposed Merger under the Business Combination Statute or otherwise render it inapplicable to the Proposed Merger. The Director Defendants have refused to do either, in violation of their fiduciary duties to Casey’s and its shareholders. 66. IBCA § 490.831 provides that, subject to certain exceptions, a corporate

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(i) act in good faith, (ii) act in a manner he or she reasonably believes to be in the best interests of the corporation, or (iii) adequately inform him or herself of surrounding facts and circumstances when exercising corporate decision-making functions. 67. The Director Defendants have wrongfully refused to dismantle either the

poison pill or the barriers imposed by the Business Combination Statute despite CoucheTard’s purely voluntary, non-coercive, non-discriminatory all cash Tender Offer to Casey’s shareholders. This conduct lacks any rational business purpose, is fundamentally unfair to Casey’s shareholders -- who thereby are being deprived of any benefit presented by the Tender Offer -- and constitutes a breach of the Director Defendants’ fiduciary duties. 1. 68. The Poison Pill As a practical matter, the existence of what is commonly referred to as a

“poison pill” effectively precludes Couche-Tard from consummating the Tender Offer, regardless of the extent to which Casey’s shareholders might wish to tender their shares. 69. On April 16, 2010, the Director Defendants implemented the Tender Offer

roadblock -- the Rights Agreement -- which they previously adopted. The Director Defendants adopted a resolution declaring a dividend distribution of one Right for each outstanding share of common stock, payable when a “distribution” of such preferred stock purchase rights occurs. 70. The Rights granted to shareholders are essentially warrants to buy

additional shares of a special preferred class of stock issued by Casey’s and/or CoucheTard’s common stock, depending on when a shareholder exercises the Right, at a deep discount to the market price.

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71.

If the pill is triggered, all Casey’s shareholders except Couche-Tard can --

and likely will -- exercise their Rights, which will severely dilute Couche-Tard’s stake in Casey’s and make the Tender Offer prohibitively expensive. 72. Casey’s poison pill operates as follows: a. First, the Rights become exercisable upon the earlier of: (i) such

date that Casey’s learns that a person (with certain exceptions not applicable here) has acquired or obtained the right to acquire beneficial ownership of 15% or more of the outstanding common stock (thus becoming an “Acquiring Person”), or (ii) such date, if any, as may be designated by the Director Defendants after the commencement of, or first public disclosure of an intention to commence, a tender or exchange offer, the consummation of which would result in any person acquiring beneficial ownership of 15% or more of the outstanding common stock (the “Distribution Date”). b. Next, each Right initially entitles registered holders of Casey’s

common stock to purchase one one-thousandth of a share of Casey’s Series A Preferred Stock for a purchase price of $95 divided by half of the then-current market value of Casey’s common stock. Until the Distribution Date, the Rights are transferred only with the common stock. c. After the Distribution Date, Rights certificates are to be mailed to

holders of record of common stock as of the close of business on the Distribution Date and those certificates alone will evidence the Rights. d. Prior to the existence of an Acquiring Person, Casey’s may redeem

the Rights in whole, but not in part, for $0.01 per Right, in which case the Rights Agreement would not be an impediment to consummating either the Tender Offer or the

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Proposed Merger. The Rights expire on April 15, 2011, unless extended or earlier redeemed or exchanged. e. When a party becomes an Acquiring Person, all Rights other than

those held by the Acquiring Person “flip-in.” This means that each Right becomes exercisable and entitles its holder to purchase 1/1000 of a share of Casey’s Series A Preferred Stock at a purchase price of $95 divided by half of the then-current market value of Casey’s common stock. f. If and when Casey’s engages in a merger, the Rights “flip-over”

and become exercisable for shares of the acquiror’s common stock at the bargain price of two shares for the market value of one. g. Thus, Casey’s shareholders have no incentive to exercise the

Rights unless and until a person triggers the “flip-in” or “flip-over” provisions by becoming an Acquiring Person. 73. The effect of Casey’s poison pill, which the Director Defendants adopted

and implemented, is to impose substantial, ruinous dilution upon Couche-Tard -- both by requiring Couche-Tard to acquire thousands of Preferred Shares (when the flip-in provision is triggered) and then to suffer direct dilution of its stock when the flip-over provision is triggered -- should it become an Acquiring Person. This would make the Tender Offer economically impracticable, but would offer little to no direct economic benefit to Casey’s common shareholders. In light of the clear economic value posed to Casey’s shareholders by Couche-Tard’s voluntary, non-discriminatory Tender Offer, and the lack of corresponding economic benefit imparted to Casey’s shareholders by the poison pill, the Director Defendants’ refusal to either redeem the Rights or render the

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Rights Agreement inapplicable to the Proposed Acquisition constitutes a breach of the fiduciary obligations to Casey’s and its shareholders. 2. 74. The Business Combination Statute Pursuant to the provisions of the Business Combination Statute, a third-

party, such as Couche-Tard, that acquires 10% or more of the outstanding voting stock of a publicly-traded Iowa corporation, such as Casey’s, cannot merge with the publiclytraded Iowa corporation until three years following the acquisition of the 10% block. 75. The three-year moratorium does not apply if (i) a company’s board

approves the transaction before the share acquisition date (i.e., the transaction was not hostile), (ii) the third party owns at least 85% of the corporation’s outstanding voting stock -- excluding, for purposes of calculating the number of shares outstanding, those shares owned by directors and officers of the Iowa corporation -- or (iii) after the share acquisition date, the transaction is approved by the Iowa company’s board and authorized by at least 66 2/3% of the outstanding voting stock not owned by the third party. 76. Because the first and third exceptions are effectively irrelevant to a hostile

bid (one requires approval by the incumbent board, the other approval by the very shareholders who decided not to tender in the first place), the only potentially viable escape hatch in the hostile takeover context is the second exception: a hostile bidder can override the Business Combination Statute by increasing its holdings in the target stock from less than 10% to 85% or greater in the same tender offer. 77. However, a recent landmark study has presented empirical data

concluding that the 85% threshold is simply unattainable for a hostile tender offeror. Guhan Subramanian, Steven Herscovici & Brian Barbetta, Is Delaware’s Antitakeover

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Statute Unconstitutional? Evidence from 1988-2008, 65 Bus. Law. 685 (2010). The study collects comprehensive data on hostile takeover attempts against companies incorporated in Delaware -- which has a business combination statute substantially identical to Iowa’s save for a slightly higher trigger of 15% instead of 10% -- from 1988 through 2008. The study found that “no bidder in the last nineteen years (1990-2008) has achieved the 85% out required by Section 203, or has even come close.” Id. at 35 (emphasis added). Accordingly, since the “exceptions” to the Business Combination Statute are illusory, that provision, alone, constitutes an absolute bar on successful hostile takeovers. 78. Coupled with the effect of the poison pill -- and, more specifically, the

Director Defendants’ wrongful refusal to dismantle the poison pill -- the restriction in the Business Combination Statute is even more powerful, granting the Director Defendants virtually unbridled authority to reject the Proposed Acquisition without regard to the desires of shareholders who wish to tender their shares for purchase in the Tender Offer. 79. The Director Defendants have thus far failed to allow shareholders the

opportunity to realize the value they seek to obtain through the Tender Offer. The Director Defendants have refused to adopt a resolution approving Couche-Tard’s purchase of shares of common stock of Casey’s or the Proposed Acquisition for purposes of the Business Combination Statute. 80. Application of the Business Combination Statute to the Proposed

Acquisition will potentially delay the transaction for at least three years. Accordingly, at least three years of the substantial benefit of the Proposed Acquisition will be lost forever. In addition, any number of events could occur within those three years that

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would prevent the Proposed Acquisition altogether, such as significant changes to either Casey’s or Couche-Tard’s financial health or the pursuit of divergent business strategies that would not create the benefits presently presented by the Proposed Acquisition. 81. Moreover, a three-year delay between the consummation of the Tender

Offer and the Proposed Merger would render the Proposed Acquisition economically unfeasible for Couche-Tard. 82. The effect of the Director Defendants’ refusal to adopt a resolution

approving the Proposed Acquisition for purposes of the Business Combination Statute is to prohibit the Casey’s shareholders from obtaining the benefits of the Tender Offer. H. Irreparable Harm 83. The Director Defendants’ refusal to negotiate or engage in discussions

with Couche-Tard regarding its various proposals has made it significantly more difficult for Couche-Tard to consummate the Proposed Acquisition and will require replacement of the Director Defendants if it is to be achieved. 84. The Director Defendants’ imposition of the poison pill and their continued

refusal to (i) dismantle the poison pill and (ii) render the Business Combination Statute inapplicable threaten to make the Proposed Acquisition financially unfeasible by causing a massive dilution of Couche-Tard’s stake in Casey’s and by barring the Proposed Merger for three years. 85. The Director Defendants’ execution of the Change of Control Agreements

burdens Casey’s with substantial new financial liabilities upon a change of control and would restrict Couche-Tard’s ability to control Casey’s in the event that it was able to consummate the Proposed Acquisition.

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86.

Collectively, these measures pose irreparable harm to Couche-Tard and all

other Casey’s shareholders by denying Couche-Tard the unique opportunity to acquire Casey’s and by depriving Casey’s shareholders of the opportunity to receive maximum value for their shares. Unless the Court orders the relief requested, the substantial

benefits of the Proposed Acquisition likely will be lost forever. The injury to CoucheTard and Casey’s other shareholders is not compensable by monetary damages. 87. All Casey’s shareholders have been and are being irreparably harmed by

the Director Defendants’ untrue statements of material fact and failure to disclose material facts necessary to make the statements made in the 14D-9 not misleading. Each of the omitted facts is material in that each would be considered important to shareholders of Casey’s in determining whether to tender their shares pursuant to the Tender Offer. In addition, Casey’s shareholders thereby have been and will continue to be denied material information to which they are lawfully entitled and which is essential to their making an informed decision to tender, hold or sell their shares of Casey’s common stock. COUNT I (BREACH OF FIDUCIARY DUTIES BY FAILING TO REMOVE UNREASONABLE TAKEOVER DEFENSES THAT SERVE NO RATIONAL BUSINESS PURPOSE) 88. Couche-Tard repeats the allegations in paragraphs 1 through 87 above as

if fully set forth herein. 89. The failure and refusal of the Director Defendants to (i) neutralize the

poison pill by redeeming the Rights or otherwise rendering it inapplicable to the Proposed Acquisition, (ii) approve the Proposed Acquisition under the Business Combination Statute or otherwise render it inapplicable to the Proposed Acquisition, and 40

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(iii) take all other action to permit Casey’s shareholders to tender their shares in the Tender Offer, is fundamentally unfair to Casey’s and its shareholders and cannot be attributed to any rational business purpose. 90. Given the history of this matter, the Director Defendants cannot be

expected, absent an order from this Court, to approve the Proposed Acquisition. 91. The Director Defendants’ actions are in breach of the fiduciary duties they

owe to Casey’s and its shareholders. 92. The Director Defendants’ actions are causing Couche-Tard irreparable

harm, and Couche-Tard has no adequate remedy at law. COUNT II (BREACH OF FIDUCIARY DUTIES BY IMPLEMENTING UNREASONABLE DEFENSIVE MEASURES THAT SERVE NO RATIONAL BUSINESS PURPOSE) 93. Couche-Tard repeats the allegations in paragraphs 1 through 92 above as

if fully set forth herein. 94. The Director Defendants’ approval of the Change of Control Agreements

for twelve of Casey’s leading executives was done for the purpose of entrenching incumbent management and serving as a further obstacle to the Proposed Acquisition. 95. The Change of Control Agreements burden Casey’s with additional and

unnecessary financial liabilities. 96. The Director Defendants’ approval of the Change of Control Agreements

is a violation of the Director Defendants’ duty of loyalty. 97. The Director Defendants’ actions are in breach of the fiduciary duties they

owe to Casey’s and its shareholders.

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98.

The Director Defendants’ conduct threatens to deprive Couche-Tard of the

unique opportunity to acquire Casey’s. 99. The Director Defendants’ actions are causing Couche-Tard irreparable

harm, and Couche-Tard has no adequate remedy at law. COUNT III (DECLARATORY JUDGMENT THAT THE IOWA ANTI-TAKEOVER SCHEME IS PREEMPTED BY THE WILLIAMS ACT) 100. Couche-Tard repeats the allegations in paragraphs 1 through 99 above as

if fully set forth herein. 101. There exists an actual, substantial and immediate controversy within this

Court’s jurisdiction which is the result of the Director Defendants’ conduct and which will be redressed by a judicial decision granting the relief sought herein. 102. Casey’s is a public company whose shares are traded on a national

securities exchange and which is subject to the federal securities laws, including the Williams Act. Only a small percentage of Casey’s shareholders reside in Iowa. 103. The purpose of the Williams Act is to protect the shareholders of publicly-

traded companies such as Casey’s by preserving shareholder autonomy and ensuring that management, the bidder and shareholders are placed on an equal footing so that shareholders may make informed choices regarding whether to accept the offered premium or retain current management. 104. The Iowa Anti-Takeover Scheme purports to regulate tender offers for the

shares of public companies like Casey’s that are incorporated in Iowa and whose shares are traded on a national securities exchange.

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105.

The statutory barriers set up by the Iowa Anti-Takeover Scheme include

the Poison Pill Statute, the Business Combination Statute, and the Other Constituencies Statute. 106. The Poison Pill Statute expressly permits directors to adopt so-called

rights plans with virtually unlimited discretion as to their terms and conditions, thereby allowing the directors to deprive the target’s shareholders of obtaining the benefit of a premium for their stock, and allowing directors to impose severe economic burdens on a tender offeror who wishes to acquire the target company. 107. The Business Combination Statute imposes a three-year moratorium on

acquisitions absent pre-approval by the target’s board of directors, subject to certain illusory exceptions, namely, where the bidder (i) acquires 85% or more of the target’s voting stock in one tender offer or (ii) receives approval after the tender offer from both the target board and two-thirds of the non-tendering shareholders. Thus, the Business Combination Statute effectively prohibits the successful consummation of any hostile takeover for at least three years. 108. The Other Constituencies Statute permits a board of directors to not only

consider non-shareholder “community interest factors” in assessing a takeover proposal, but also permits those interests to trump the interests of shareholders in the board’s calculus. The Other Constituencies Statute leaves no doubt about its purpose, providing that, if a board rejects a tender offer proposal on the basis of one or more of these “community interest factors,” it “has no obligation to facilitate, to remove any barriers to, or to refrain from impeding, the proposal or offer” -- apparently with no regard to how its rejection affects shareholders. Going even further, the Other Constituencies Statute

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purports to preemptively insulate from judicial scrutiny a board’s decision to subvert the interests of shareholders -- no matter how flagrantly -- in favor of any other “community interest factors.” 109. The Iowa Anti-Takeover Scheme not only deprives tender offers of any

meaningful opportunity for success, but operates to prohibit them where, as here, prior board (as opposed to shareholder) approval is not forthcoming. 110. The Iowa Anti-Takeover Scheme thus stands as an obstacle to the

accomplishment and execution of the full purposes, policies and objectives of the Williams Act. 111. As such, the Iowa Anti-Takeover Scheme is preempted by the Williams

Act under the Supremacy Clause of the United States Constitution, art. VI, cl. 2. 112. Couche-Tard has no adequate remedy at law. COUNT IV (DECLARATORY JUDGMENT THAT THE IOWA ANTITAKEOVER SCHEME IS UNCONSTITUTIONAL UNDER THE COMMERCE CLAUSE, BOTH FACIALLY AND AS APPLIED TO THIS CASE) 113. Couche-Tard repeats the allegations in paragraphs 1 through 112 above as

if fully set forth herein. 114. There exists an actual, substantial and immediate controversy within this

Court’s jurisdiction which is the result of the Director Defendants’ conduct and which will be redressed by a judicial decision granting the relief sought herein. 115. The Iowa Anti-Takeover Scheme erects impenetrable -and

unconstitutional -- barriers to shareholders’ ability to sell their shares in a change of control transaction without board approval.

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116.

By operation of the Poison Pill Statute, the Business Combination Statute,

and the Other Constituencies Statute, the Iowa Anti-Takeover Scheme permits a board of directors to act contrary to the interests and wishes of the corporation’s shareholders, the vast majority of whom are located outside of Iowa, and prevent a tender offer solely because of a board’s purported interest in protecting other constituencies, none of which need be located in Iowa. 117. By allowing incumbent management of an Iowa corporation to decide

whether or not to allow a tender offer, the Iowa Anti-Takeover Scheme also prevents individual investors from selling their stock at a premium in the interstate market for securities. 118. The effects of the Iowa Anti-Takeover Scheme thus extend far beyond any

legitimate local interest in regulating matters of internal corporate governance and, instead, regulate interstate commerce. 119. The Iowa Anti-Takeover Scheme violates the Commerce Clause of the

United States Constitution, art. I, sect. 8, cl. 3, because it (i) discriminates against interstate commerce and directly regulates commerce outside the state of Iowa, and (ii) imposes severe and onerous burdens on interstate commerce that clearly exceed any local benefits. 120. The Director Defendants have exploited these unconstitutional provisions

of Iowa law by enacting a poison pill and by refusing to exempt Couche-Tard’s Proposed Acquisition from the restrictions imposed by the Business Combination Statute, thereby intending to defeat the Proposed Acquisition with no rational business justification and to the detriment of Couche-Tard and the Casey’s shareholders.

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121.

In the 14D-9, the Director Defendants justified their opposition to the

Proposed Acquisition with reference to the alleged effect that the Proposed Acquisition would have on constituencies other than the Casey’s shareholders. 122. Moreover, the protections afforded by the Other Constituencies Statute

make it unlikely that the Casey’s shareholders will be able to effectively challenge the Director Defendants’ self-interested refusal to appropriately consider the Proposed Acquisition. 123. Couche-Tard has no adequate remedy at law. COUNT V (DECLARATORY JUDGMENT THAT IOWA ANTI-TAKEOVER SCHEME IS UNCONSTITUTIONAL UNDER THE TAKINGS CLAUSES OF THE UNITED STATES AND IOWA CONSTITUTIONS, BOTH FACIALLY AND AS APPLIED TO THIS CASE) 124. Couche-Tard repeats the allegations in paragraphs 1 through 123 above as

if fully set forth herein. 125. There exists an actual, substantial and immediate controversy within this

Court’s jurisdiction which is the result of the Director Defendants’ conduct and which will be redressed by a judicial decision granting the relief sought herein. 126. The Takings Clauses of the United States Constitution, Amendments V

and XIV, and the Iowa Constitution, Article I, Section 18, require that a state compensate a property owner when it confiscates private property for public use and that there be a legitimate public purpose for the taking. 127. Legislation that results in a de facto taking of property constitutes an

impermissible “regulatory taking.”

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128.

A shareholder’s ownership interest in a public corporation constitutes a

protected property interest. This property interest includes the right to vote, to dispose of shares, and to seek review of business decisions made by boards of directors. 129. The Iowa Anti-Takeover Scheme unreasonably restricts such rights and

authorizes boards of directors of Iowa corporations like Casey’s to “just say no” to a takeover offer supported by an overwhelming percentage of shareholders and to destroy shareholder value without compensation. Furthermore, it insulates directors who permit the interests of third-party constituencies to trump the interests of the shareholders from liability. 130. The Iowa Anti-Takeover Scheme thus works a diminution in the value of

shareholders’ property interests in Iowa corporations like Casey’s without just compensation and serves no legitimate public purpose. 131. Operation of the Iowa Anti-Takeover Scheme in this context has deprived

the Casey’s shareholders of their above-listed property rights. Those rights have instead been transferred either to the Director Defendants or to unnamed constituencies whose interests have trumped those of the Casey’s shareholders. 132. As such, the Iowa Anti-Takeover Scheme and the actions of the Director

Defendants that it purportedly authorized are void as violative of the Takings Clauses of the United States Constitution, Amendments V and XIV, and the Iowa Constitution, Article I, Section 18. 133. Couche-Tard has no adequate remedy at law.

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COUNT VI (DECLARATORY JUDGMENT THAT THE IOWA ANTITAKEOVER SCHEME IS VOID UNDER THE INALIENABLE RIGHTS CLAUSE OF THE IOWA CONSTITUTION) 134. Couche-Tard repeats the allegations in paragraphs 1 through 133 above as

if fully set forth herein. 135. There exists an actual, substantial and immediate controversy within this

Court’s jurisdiction which is the result of the Director Defendants’ conduct and which will be redressed by a judicial decision granting the relief sought herein. 136. Article I, Section 1, of the Iowa Constitution protects the inalienable right

of citizens of this State to acquire and protect property. Legislative actions that interfere with property rights, therefore, are subject to a substantive due process analysis pursuant to which courts must weigh the rights infringed upon by the statute at issue against the public interest purportedly served by the legislature’s enactment of the statute. 137. In order to pass muster, the statutory scheme must, at a minimum, not be

unreasonable, unduly oppressive or patently beyond the necessities of the case, and must insure that the means employed by the legislature to accomplish the stated goal constitute a reasonable exercise of the a state’s police power that has a real and substantial relation to the objects sought to be obtained. The state’s police power, in turn, refers to the legislature’s authority to enact laws that promote public health, safety and welfare. 138. The Iowa Anti-Takeover Scheme serves no such purpose. It is

unreasonable, arbitrary and an improper exercise of legislative power. The statutes at issue, taken together, interfere with shareholders’ property interests in their shares by delegating to a board of directors unfettered discretion to prioritize other constituencies over the owners of the company -- the shareholders. These statutes also interfere with 48

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fundamental principles of corporate democracy by allowing a board of directors to entrench itself, and deprive shareholders of their right to control their company and to sell their shares in a tender offer, even if the shareholder believes the price offers fair value for his or her shares. 139. The Iowa Anti-Takeover Scheme gives directors broad discretion to block

a premium tender offer by considering “community interest factors” that have no substantial relationship to the long-term or short-term benefit to shareholders, including the interests of suppliers, customers and creditors of the corporation. The shareholders whose fundamental rights are infringed thus receive no benefit under the Iowa AntiTakeover Scheme. 140. The means of implementation chosen by the legislature, therefore, do not

bear a real and substantial relationship to any legitimate legislative objective, but instead deprive shareholders of their property interests in their shares, as well as their fundamental right to vote, without any reasonable basis. 141. Operation of the Iowa Anti-Takeover Scheme in this context has deprived

the Casey’s shareholders of their above-listed property rights. Those rights have instead been transferred either to the Director Defendants or to unnamed constituencies whose interests have trumped those of the Casey’s shareholders. 142. Therefore, the Iowa Anti-Takeover Scheme violates the principles of

substantive due process embodied in Article I, Section 1, of the Iowa Constitution and is void. 143. Couche-Tard has no adequate remedy at law.

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COUNT VII (VIOLATION OF SECTION 14(e) OF THE SECURITIES EXCHANGE ACT OF 1934) 144. Couche-Tard repeats the allegations in paragraphs 1 through 143 above as

if fully set forth herein. 145. Section 14(e) of the Securities Exchange Act of 1934, 15 U.S.C. § 78n(e),

makes it “unlawful for any person to make any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made, in the light of the circumstances under which they are made, not misleading, or to engage in any fraudulent, deceptive, or manipulative acts or practices, in connection with any tender offer or request or invitation for tenders, or any solicitation of security holders in opposition to or in favor of any such offer, request, or invitation.” 146. Section 14(e) of the Securities Exchange Act of 1934 and the regulations

promulgated thereunder are intended to ensure that shareholders confronted with a tender offer are provided with all the information about that offer and the offeror necessary for them to make an informed investment decision whether to tender their shares to the offeror, sell their shares in the market or hold their shares. 147. The Director Defendants, by the use and means and instruments of

interstate commerce or of the mails and in connection with the Tender Offer, have made untrue statements of material fact and have omitted to state material facts necessary in order to make statements that they have made, in light of the circumstances under which they were made, not misleading, all as more particularly described in paragraph 64 above.

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148.

These material misstatements and omissions were made knowingly,

intentionally and/or recklessly in order to induce Casey’s shareholders not to tender their shares to Couche-Tard in the Tender Offer. 149. By virtue of the foregoing, the Director Defendants have violated, and

continue to violate Section 14(e) of the Securities Exchange Act of 1934. 150. Couche-Tard has no adequate remedy at law. PRAYER FOR RELIEF WHEREFORE, Couche-Tard requests that the Court render judgment against the Director Defendants and all other persons in active concert or participation with them as follows: A. Declaring that: 1. The Director Defendants have breached their fiduciary duties by adopting and implementing the poison pill contained in the Rights Agreement. 2. The Director Defendants have further breached their fiduciary duties by failing and refusing to (i) redeem the Rights or amend the Rights Agreement to permit the Tender Offer to proceed, (ii) adopt a resolution exempting the Proposed Acquisition from the provisions of the Business Combination Statute and (iii) take all other action necessary to permit Casey’s shareholders to tender their shares in the Tender Offer. 3. The Director Defendants have further breached their fiduciary duties by approving the Change of Control Agreements.

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4.

The Iowa Anti-Takeover Scheme is preempted by the Williams Act and does not apply to the Proposed Acquisition.

5.

The Iowa Anti-Takeover Scheme violates the Commerce Clause of the U.S. Constitution, is void and does not apply to the Proposed Acquisition.

6.

The Iowa Anti-Takeover Scheme is unconstitutional under the Takings Clause of the Fifth and Fourteenth Amendments of the U.S. Constitution, and Article I, Section 18 of the Iowa Constitution, is void and does not apply to the Proposed Acquisition.

7.

The Iowa Anti-Takeover Scheme violates Article I, Section 1 of the Iowa Constitution, is void and does not apply to the Proposed Acquisition.

8.

The Director Defendants have made or caused Casey’s to make materially false and misleading misstatements and omissions in violation of the Williams Act.

B.

Enjoining the Director Defendants and all other persons in active concert or participation with them directly or indirectly from taking any steps to impede or frustrate the ability of Casey’s shareholders to consider or accept the Tender Offer, or taking any other steps to interfere with or impede the Proposed Acquisition.

C.

Ordering the Director Defendants to (i) redeem the Rights or to amend the Rights Agreement so as to make it inapplicable to the Tender Offer and

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(ii) grant approval of the Proposed Acquisition for purposes of the Business Combination Statute. D. Ordering the Director Defendants to take all other action necessary to permit Casey’s shareholders to tender their shares into the Tender Offer. E. Ordering the Director Defendants to make appropriate corrective disclosures in the 14D-9. F. Awarding Couche-Tard its costs and disbursements for this action, including attorneys’ fees. G. Granting Couche-Tard such further relief as may be just and proper.

Dated: June 18, 2010 NYEMASTER, GOODE, WEST, HANSELL & O’BRIEN, P.C.

Jay Eaton Thomas H. Walton (#3808) 700 Walnut Street Suite 1600 Des Moines, Iowa 50309 (515) 283-3100 Attorneys for Defendants-Counterclaim Plaintiffs OF COUNSEL: DEWEY & LEBOEUF LLP Richard W. Reinthaler 1301 Avenue of the Americas New York, New York 10019 (212) 259-8056

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