Alimentation Couche-Tard took its case for its $47 billion takeover of Seven & i straight to the Japanese public on Thursday, marking a change in strategy by the low-key Canadian firm in response to what it described as months of stonewalling by the 7-Eleven owner.
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Alimentation Couche-Tard took its case for its $47 billion takeover of Seven & i straight to the Japanese public on Thursday, marking a change in strategy by the low-key Canadian firm in response to what it described as months of stonewalling by the 7-Eleven owner.
Couche-Tard, which owns the Circle-K convenience store chain, has been pursuing Seven & i since August, when it unveiled an initial bid that it has since increased to acquire the Japanese retailer.
But it has received a frosty reception from Seven & i, which has said the deal would face antitrust scrutiny in the United States and last week appointed a new CEO and laid out a restructuring plan as an alternative.
Couche-Tard has largely avoided the limelight since launching the bid. But Thursday’s press conference – the company’s first in Tokyo since the offer was made public – showed that is changing as it pursues a deal that would require the approval of the target’s board and shareholders as well as regulators.
Couche-Tard founder and Chairman Alain Bouchard said the firm could potentially find areas of greater value between the two companies but had “virtually no access to information” so far.
Among the Japanese public, there has been concern that a foreign takeover would lead to a deterioration in the quality at 7-Eleven, particularly in fresh food.
Originally a U.S. import, 7-Eleven was brought to Japan in 1973 by Seven & i’s late founder Masatoshi Ito, who turned it into a popular food destination by serving up fresh sandwiches, rice balls and neat rows of boxed lunches. When the U.S. owner of 7-Eleven went bankrupt in 1991, the Japanese retailer took over.
Couche-Tard said this week it was confident there was a “clear path” to overcome any U.S. regulatory hurdles, including plans to divest some stores, and expressed frustration at the 7-Eleven owner’s “limited engagement”.
The companies are the top two players in the U.S. convenience store market, with about 20,000 locations between them.
On Wednesday two of Seven & i’s independent directors resigned from the board, a development that one shareholder, U.S.-based Artisan Partners said was a “sign of dysfunction” at Seven & i. Artisan has repeatedly called on the Japanese company to engage more actively with Couche-Tard.
The Canadian firm has offered to pay $18.19 per share in Seven & i, representing a roughly 23% premium over the Japanese company’s share price of 2,196 yen ($14.82) on Thursday.
Antitrust Issues
Couche-Tard management’s trip to Tokyo and the engagement with Seven & i on antitrust concerns underscore the lengths to which dealmakers would go to ensure deal certainty amid U.S. regulatory scrutiny.
To engage in detailed divestment discussions for antitrust purposes before a deal is agreed or any confidentiality agreement is signed is uncommon in transactions, deal advisers said.
“I can’t say I’ve seen a case where prior to a merger agreement being executed the entire divestiture package and buyer were set in stone and baked into the merger agreement,” said Kathy O’Neill, a partner at law firm Fried Frank.
But she said working on a divestiture package before a merger agreement was reached would help to potentially reduce the risk of surprise and time and effort put into chasing a deal.
Tim Cornell, a litigation partner and member of the Debevoise & Plimpton’s Antitrust Group, agreed the airing of antitrust concerns before a deal was announced was not typical.
“In certain circumstances, buyers will test the waters with regards to a divestiture package especially where they’ve identified that’s what is needed,” he said.
