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Couche-Tard withdraws proposal to acquire 7-eleven parent
Couche-Tard withdraws proposal to acquire 7-eleven parent

UPI

time3 days ago

  • Business
  • UPI

Couche-Tard withdraws proposal to acquire 7-eleven parent

Canadian retailer Couche-Tard Inc has announced its withdrawal from its buyout proposal to acquire Seven and I Holdings Co for $47 billion on by Gary I Rothstein/UPI... | License Photo July 17 (UPI) -- Canadian retailer Couche-Tard Inc. announced Thursday it has withdrawn its buyout proposal to acquire Seven and I Holdings Co. for $47 billion on Thursday. The two companies had initially signed a nondisclosure agreement that Seven & I would engage "constructively" with Couche-Tard to determine whether the proposal would be agreed on, in April. "Since entering into the NDA, there has been no sincere or constructive engagement from Seven & i that would facilitate the advancement of any proposal, contrary to comments made publicly by Seven & i representatives, including in the July 11, 2025 earnings call in which Seven & i noted it is "seriously" considering our proposal," Couche-Tard said in a letter to the Board of Directors of Seven and & I Holdings Co. "Based on this persistent lack of good faith engagement, we are withdrawing our proposal," Couche-Tard said. Seven & I rejected the statement that it has not engaged in constructive talks, according to a press release. "Our company will continue to implement measures on its own to create value," the company said. In 2024, Seven & I rejected a buyout bid from Couche-Tard for $14.86 per share, in August. Couche-Tard raised the offer in October to 18.19 per share. During a major restructuring at Seven & I Holdings in May, Stephen Dacus became the new President and CEO.

Quebec's Couche-Tard ends bid for 7-Eleven parent company over 'lack of good faith engagement'
Quebec's Couche-Tard ends bid for 7-Eleven parent company over 'lack of good faith engagement'

Edmonton Journal

time4 days ago

  • Business
  • Edmonton Journal

Quebec's Couche-Tard ends bid for 7-Eleven parent company over 'lack of good faith engagement'

Article content The financial terms were never revealed until a month later, when Seven & i said its board of directors unanimously concluded Couche-Tard's initial offer was not in its shareholders' best interests because it was 'opportunistically timed and grossly undervalues' the business. Article content That October, Seven & i said it received a revised pitch from Couche-Tard. Media reports suggested the new offer valued Seven & i at US$47 billion, about 22 per cent higher than an offer of $38.6 billion Couche-Tard made in August. Article content The Japanese company appeared to be poised to rebuff that offer as well, when a member of the Ito family put forward a new management buyout proposal. Article content That proposal failed to secure financing, improving Couche-Tard's odds at a deal, but Seven & i maintained it had several worries. Article content The main one was that it would be too hard to nab regulatory approvals for an acquisition because some would see the deal as reducing competition across several markets. Article content Article content Couche-Tard wasn't giving up. Article content It said Wednesday that in December it offered a compelling reverse termination fee which represented approximately $1.2 billion in value, increasing to over $1.4 billion if the Federal Trade Commission indicated that additional stores would need to be divested. Article content In January, it submitted a revised, yen-based, non-binding proposal to fulfill a request from Seven & i seeking proof of its continued interest in a deal. Article content The moves got Seven & i to agree to collaborate on assembling a portfolio of stores the companies could divest to appease regulators. Article content Keen to get a deal done, Couche-Tard said it told Seven & I it was willing to explore a structure where it would acquire 100 per cent of its business outside of Japan and 40 per cent in the country. Article content On July 1, Couche-Tard alleged Seven & I proposed an alternate — Seven & i would 'contribute' 7-Eleven into Couche-Tard in return for equity ownership in the Canadian firm. Article content Article content Couche-Tard said it didn't like the offer because it wouldn't 'deliver the significant premium that was offered to your shareholders in our transaction proposals and, in our view, would undermine the operational prospects of the combined business.' Article content It said it ultimately decided to withdraw its proposal because the Japanese company 'engaged in a calculated campaign of obfuscation and delay, to the great detriment of 7&i and its shareholders.'

Couche-Tard sees ‘clear path' to Seven & I deal with U.S. stores divestment
Couche-Tard sees ‘clear path' to Seven & I deal with U.S. stores divestment

Japan Times

time12-06-2025

  • Business
  • Japan Times

Couche-Tard sees ‘clear path' to Seven & I deal with U.S. stores divestment

Alimentation Couche-Tard says several potential buyers have made proposals to acquire its convenience stores in the U.S. that overlap with Seven & I Holdings, showing progress toward a deal that could help the Canadian retailer win regulatory approval for its proposal to buy its Japanese rival. The two agreed earlier this year to discuss the potential divestment of more than 2,000 stores in the U.S. and seek out interested parties in order to address concerns by Seven & I over a merger being blocked by the U.S. Federal Trade Commission. Couche-Tard also pushed back against any parallels to a failed $24.6 billion merger of grocery chains Kroger and Albertsons. Seven & I, which operates 7-Eleven, Speedway and Sunoco stores, has pushed back against Couche-Tard's unsolicited ¥7.39 trillion ($51.3 billion) takeover proposal and is overhauling its business under new Chief Executive Officer Stephen Dacus to raise its value. Despite the resistance, Couche-Tard, the parent company of Circle K, has advanced discussions by securing a non-disclosure agreement two months ago to gain access to financial information and potentially raise its bid. "We have received multiple indicative proposals from highly experienced and credible buyers,' Couche-Tard said on a website it set up to explain its proposal to buy Seven & I. "We believe the actionable, strong and broad level of interest so far clearly demonstrates that we have several clear paths to consummate the required divestitures and complete the transaction.' Several private equity firms have shown strong interest in buying the assets, Filipe Da Silva, Couche-Tard's chief financial officer, said in March. Couche-Tard also addressed some concerns over a potential merger by highlighting the differences between its proposal and the scuppered combination of Kroger and Albertsons. The FTC blocked the deal on antitrust grounds last year, saying that the divestiture plan was insufficient; Seven & I cited this as a high-risk factor for getting a deal with Couche-Tard approved. "The convenience store industry in the U.S. is highly fragmented and competitive,' Couche-Tard said. "The combination of Couche-Tard and Seven & i results in a business with less than 13% of U.S. convenience stores.' The Canadian retailer also reiterated that it has put "forth a compelling reverse termination fee' in the event of a transaction not going through.

Japan's tycoon families seek buyouts to evade investor pressure
Japan's tycoon families seek buyouts to evade investor pressure

Japan Times

time08-05-2025

  • Business
  • Japan Times

Japan's tycoon families seek buyouts to evade investor pressure

Akio Toyoda's $42 billion (¥6 trillion) plan to buy out Toyota Industries is the most dramatic example of a growing trend in Japan of founding families trying to take companies private. The Ito family, which owns 8% of Seven & I Holdings, tried unsuccessfully to engineer a management buyout to thwart a takeover offer of the retailer. The founding family of software developer Fuji Soft also made a failed attempt to buy out the firm in conjunction with Bain Capital. Taisho Pharmaceutical Holdings was bought by the Uehara family last year in a deal that valued the firm below its book value, drawing criticism from activist investors that the buyout price was set too low for the benefit of the Ueharas. Outdoor gear maker Snow Peak's founding family took the firm private in 2024 to push through an expansion strategy. The desire to delist stems from mounting pressure public companies face from investors and the threat of being acquired. A government guideline introduced in 2023 has made it difficult for listed companies to flatly reject any serious takeover proposals. Additionally, the Tokyo Stock Exchange has pushed firms to focus more on shareholders' demands, emboldening activist investors. "The cost of being listed has risen,' said Hidenori Yoshikawa, an analyst at Daiwa Institute of Research. "They have to deal with activist investors and the risk of unsolicited takeovers.' The impetus to go private extends beyond founding families. The number of management buyouts in Japan jumped almost 50% to 37 last year, according to data compiled by Bloomberg. The pace hasn't changed so far this year, with 10 such deals already announced through mid-April. The deals are valued at about $4.5 billion, according to data compiled by Bloomberg, and look set to jump to a record level if Akio Toyoda goes ahead with the planned buyout of Toyota Industries. Fears of being acquired are rising among Japanese companies after Canada's Alimentation Couche-Tard made an unsolicited, but what it calls a friendly, takeover bid to Seven & I. "People look at Seven & I Holdings and thought even if you are a ¥5 trillion company, you can become a takeover target,' said Tetsuro Ii, chief executive of Commons Asset Management. The owner of the country's ubiquitous 7-Eleven convenience stores was built into a global empire by Masatoshi Ito. Despite the Ito family having the largest stake in the company, its involvement in the firm has dwindled. "In the grand scheme of things, the logic of the equity market will filter through. I think executives know that the best. They know they can't control a firm when they only have a small stake, like say 5%,' said Yoshiki Nagata, CIO of enTorch Capital Partners. In many cases, pressure from investors, or just the mere fear of it, works as a catalyst for MBOs. In March, Topcon got a management buyout offer, which valued the optical equipment maker at about ¥358 billion. The deal came on the heels of calls from U.S. activist investor ValueAct Capital for the company to sell some operations or go private. The number of firms listed in the three main sections of the Tokyo Stock Exchange has declined by 0.4% so far this year as delisting outnumbered new listings. "When companies see activists buying one of their competitors, they often become worried that they could become target, themselves,' said Takahiro Nakazawa, the director of Mizuho Trust & Banking's stock transfer agency department. Delisting, including MBOs, is a major exit strategy for activists, too, as buyers often pay a hefty premium to purchase stakes held by minority shareholders. Investors often welcome the exit from the market of companies perceived as not paying enough attention to shareholders' interest. They have long complained that the Tokyo Stock Exchange is putting quantity over quality, allowing too many lackluster companies to be listed.

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