TravelCenters rebuffs takeover bid by ARKO Corp.

WESTLAKE, Ohio — TravelCenters of America Inc. (TA) is rejecting an "unsolicited and unfinanced" takeover bid by convenience store operator ARKO Corp. as "neither superior to" the previously accepted offer by BP Products North America Inc. nor "likely to lead to a superior proposal."

Richmond, Va.-based ARKO Corp. made a bid on March 14 of $92 per share, which it valued as being 7% higher than the $86 per-share bid by BP on Feb. 16 that TravelCenters' board accepted unanimously.

Subject to shareholder and regulatory approval, the parties are targeting closing the acquisition by mid-year 2023.

ARKO accuses TravelCenters management of refusing to engage with it.

For its part, TA said its board concluded following a "comprehensive review with its financial and legal advisers" that ARKO's proposal did not constitute a superior proposal and could not reasonably be expected to lead to a superior proposal.

TA cited the "high level of execution risk" resulting from ARKO's failure to obtain committed financing as one of the reasons the board rejected ARKO's bid.

Westlake, Ohio-based TravelCenters operates more than 280 highway sites across 44 states, mostly under the TA, Petro Stopping Centers and TA Express brands. TA offers diesel and gasoline fuel, truck maintenance and repair, full-service and quick-service restaurants.

ARKO is considered one of the largest convenience store operators in the U.S. with more than 1,400 company-owned stores and $1.65 billion in annual convenience store-related revenue. It is a Fortune 500 company with over $9 billion in annual sales.

TA generated revenue of $10.8 billion in fiscal 2022, with roughly 80% related to the sale of fuel.

The company offers tires and tire-related services at about 90% of its sites, including 24/7 roadside assistance through a fleet of over 600 service vans.

It also maintains a fleet of over 300 TA Truck Service Mobile Maintenance service vans designed to be a "bay on wheels" offering mobile truck and trailer maintenance and repair services performed by certified technicians at customer facilities.

TA offers a portfolio of major manufacturer brands, including BFGoodrich, Bridgestone, Continental, Firestone, Goodyear, Kelly, Marathon, Michelin, Roadmaster and Yokohama, as well as retreads from Bandag suppliers, in addition to its own Goodyear system offerings produced at a plant it opened in Bowling Green, Ohio, in 2018.