What, no second offer?

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Casey’s General Stores Inc. was going along just fine, making 11 cents of profit on every gallon of gasoline and turning out pizzas with alacrity and pepperoni. The next thing you know, management was involved in a volley of lawsuits, as if somebody somewhere had found an unused box of yellow legal pads.

Now Casey’s seems flustered, like a high school girl being asked out by a boy who definitely is not cool. The suitor has the unlikely name of Alimentation Couche-Tard Inc., and Casey’s appears to be thinking: “Why won’t this guy go away? I don’t even know what that name means.”

At press time, we didn’t know whether enough Casey’s stockholders would go for Couche-Tard’s tender offer of $36 per share for the takeover bid to succeed. I’ll guess that the show goes on. Acting through a subsidiary called ACT Acquistion Sub Inc., the would-be buyer has been as tenacious as can be. Every time Casey’s CEO Robert Myers sits down to open the mail, there’s another letter from ACT, assuring him that “we have a track record of keeping most of the existing management and employees in place …” A simple word like “most” can be unnerving, can’t it?

But Myers isn’t exactly looking for empty boxes so he can move his stuff home. When it’s his turn, he sends letters that say things like: “As I stated in my previous letter, the Board has unanimously determined to reject your proposal.”

This could go on indefinitely, interrupted only by the exchange of Christmas cards, and everybody would be happy. Especially the attorneys, who, I believe, get paid extra for veiled threats.

Unfortunately, the simple tends to become complicated.

Some ACT folks were driving through New York City the other day and dropped in on ClearBridge Advisors, a major Casey’s stockholder. This inspired ClearBridge to write a letter to Myers, who must be developing an aversion to envelopes by now. Assuming that important letters are still sent through the U.S. Postal Service and not via the Internet; not sure about that.

“Casey’s Board of Directors and management have not engaged in meaningful discussion with Couche-Tard, despite Couche-Tard’s repeated stated availability to discuss the terms and structure of the proposed transaction. That willingness to negotiate was reaffirmed to us by the senior management of Couche-Tard during their visit to ClearBridge’s offices,” the letter read.

See, this is why it’s a hassle to have stockholders. They’re respectful at first, but eventually they’re all “why don’t we offer fried-egg sandwiches?” or “hey, let’s sell the company.”

ClearBridge suggested that anything short of formal negotiations with the would-be buyer “gives the impression that independence, not the maximization of shareholder value, is the Board’s highest priority.” Or maybe the board is waiting for a second offer. Haven’t these ClearBridge guys ever bought a used car?

Speaking of giving the wrong impression, Couche-Tard watched the stock price jump after announcing the buyout plan and then sold $10 million worth of Casey’s stock that just happened to be lying on the credenza.

So Casey’s is suing for violation of securities laws. I know, invoking U.S. securities laws is like requiring flight plans for unicorns, but we still try to pay a little bit of attention to the rules, just for old times’ sake.

Meanwhile, Couche-Tard is suing the Casey’s board for breaching its fiduciary duties by failing to recommend and accept the buyout offer. Then, just to make sure the party doesn’t end too early, Couche-Tard also claims that Iowa’s statute governing takeovers is unconstitutional.

Then there are “poison pill” defenses and an attempt to stack the board with Couche-Tard people, so the drama could continue. If issues remain unresolved by the time of the stockholders meeting next fall, it should be interesting. Down-home Iowa folks on one side of the room, snow-covered Canadians on the other.

If you attend, take along a snack from Casey’s. You, they’ll sell to.