Alimentation Couche-Tard Inc. finalizes acquisition of the Circle K Corporation. Company now fourth largest convenience store operator in North America

Montreal, December 17, 2003 – Alimentation Couche-Tard Inc. (“Couche-Tard”) (TSX: ATD.A, ATD.B), the Canadian leader in the convenience store industry, announced today the closing of the previously announced acquisition of The Circle K Corporation (“Circle K”) from ConocoPhillips Company (NYSE: COP) for a total consideration of US$803.8 million (CAN$1.06 billion) including approximately US$7.9 million of assumed debt.  Couche-Tard now becomes the fourth largest convenience store operator in North America with a combined network of  4,672 stores.

Circle K operates 1,663 corporate stores located in 16 states, mostly in the fast growing Southern United States region, and has a franchising or licensing relationship with more than 616 additional stores.  Circle K sells fuel at approximately 86% of its corporate store locations and enjoys a significant presence in markets such as Arizona with over 500 stores and Florida with some 350 stores.

“We at Couche Tard are very impressed with the level of competence and dedication of the Circle K senior management and employees. Now that we are all members of the same company, we will work hand-in-hand to make Couche-Tard/Circle K the best convenience store company in North America,”stated Alain Bouchard, Chairman and CEO of Alimentation Couche-Tard.

The acquisition price, together with the refinancing of Couche-Tard’s current indebtedness and transaction costs, has been financed through:

• Debt financing arranged by National Bank Financial, The Bank of Nova Scotia and CIBC World Markets Corp. consisting of revolving facilities in the aggregate amount of approximately CAN$150 million, a 5-year Canadian term facility in the amount of US$265 million and a 7-year US term facility in the amount of US$245 million.  These credit facilities are guaranteed by, and secured by the assets of, certain of Couche-Tard’s Canadian and U.S. subsidiaries, including Couche-Tard.
  

• The sale of US$350 million of 7-1/2% Senior Subordinated Notes due 2013 in private placement transactions to institutional investors.  The notes are unsecured obligations and are also guaranteed by Couche-Tard and certain of its Canadian and U.S. subsidiaries.

In addition, the 13,555,538 subscription receipts issued for aggregate proceeds of CAN$223.6 million by Couche-Tard on October 6, 2003, on a private placement basis, have been exchanged today for Class B Subordinate Voting Shares of Couche-Tard on a one-to-one ratio.

About Couche-Tard

Alimentation Couche-Tard Inc. is the fourth-largest convenience retailer in North America and the leader in the Canadian convenience store industry.  The company operates a network of  4,672 convenience stores. These stores are located in three large geographic markets in Eastern, Central and Western Canada and in 23 states in the United States. Couche-Tard employs approximately 34,000 people at its head office and throughout its network of stores.

This press release does not constitute an offer of securities for sale in the United States or elsewhere.  The notes referred to herein have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold without registration thereunder or pursuant to an available exemption therefrom.

For further information, please contact:

Richard Fortin, Executive Vice-President and
Chief Financial Officer
Alimentation Couche-Tard Inc.
(450) 662-3272
info@couche-tard.qc.ca

Nathalie Bourque
NATIONAL Public Relations
(514) 843-2309
nbourque@national.ca