Seven & i Holdings Co. Ltd. today has responded to Alimentation Couche-Tard Inc.’s (ACT) latest comments concerning Tokyo-based Seven & i’s rejection of the Canadian company’s approximately $38 billion takeover bid. Seven & i, the parent of the 7-Eleven convenience-storer brand, doubled down on its rejection of the offer by Couche-Tard, the parent of the Circle K c-store brand, to acquire it.
Following Seven & i’s initial refusal to engage in further talks, Couche-Tard, in a statement issued on Sunday, expressed the desire to continue its “friendly” pursuit of a “combination” of the two global convenience-store companies.
“As our board has previously discussed and stated, we do not believe that the proposal ACT put forward provides a basis for us to engage in substantive discussions regarding a potential transaction. This is precisely why we have not asked our advisors to engage in further discussions or signed an NDA,” Seven & i said.
Couche-Tard in its comments said it had offered to enter into a non-disclosure agreement “to enable both sides to share information to find more value” for a deal.
“We remain open to engaging in sincere discussions should ACT put forth a proposal that fully recognizes Seven & i’s standalone intrinsic value and addresses the Special Committee’s very real regulatory concerns,” it said. “Unless and until ACT does so, Seven & i will focus on executing its business and pursuing the actionable avenues we see to realize and unlock shareholder value in the near- to medium-term.”
Couche-Tard, parent of the Circle K c-store brand, on Aug. 19 submitted a “friendly,” nonbinding proposal to Seven & i, parent of the 7-Eleven c-store brand, to acquire all outstanding shares of the company. Seven & i confirmed that it received the confidential, nonbinding and preliminary acquisition proposal, and the Seven & i board formed a special committee, comprised solely of independent outside directors and led by Stephen Hayes Dacus as chairperson, to review the proposal.
Dacus, writing on behalf of the board, rejected the proposal offering $14.86 per share in cash, saying it “grossly undervalues” Seven & i as well as the “opportunities to unlock” its intrinsic value.
“I want to emphasize that the 7&i board is single-mindedly focused on delivering value for 7&i shareholders and other stakeholders,” the letter said. “We are open to sincerely consider any proposal that is in the best interests of 7&i shareholders and other stakeholders; however, we will resist any proposal that deprives our shareholders of the company’s intrinsic value or that fails to specifically address very real regulatory concerns.” It emphasized that Seven & i is “open to engaging in sincere discussions.”
In its Sept. 8 response to Seven & i’s letter, Couche-Tard said, “Given the mutual benefits of a combination, we are disappointed in 7&i’s refusal to engage in friendly discussions. We are highly confident that collaborative discussions would lead to our ability to find increased value for 7&i shareholders. We requested to have our advisors engage in discussions with the advisors to 7&I, which was rejected. We offered to enter into a non-disclosure agreement (NDA) to enable both sides to share information to find more value, and this request was also rejected. We remain ready and willing to enter into an appropriate NDA to advance friendly discussions. In addition to enabling Couche-Tard to find more value, engagement will also enable us to refine our regulatory proposal to sufficiently address deal certainty.”
It added, “We stand by prepared to enter into collaborative and friendly discussions with 7&i to focus on finding greater value for 7&i and its shareholders, providing regulatory certainty and ensuring that the combined entity continues to be the leader and provider of premier offerings in the markets we both serve.”
Seven & i is a global operator of convenience stores, superstores, supermarkets, specialty stores, foodservices, financial services and IT services. 7–Eleven International LLC franchises or licenses more than 44,000 stores in 19 countries and regions, The brand also operates corporate or franchise stores in the United States, Canada, Mexico and Japan. Globally, the 7-Eleven trademark is represented in approximately 83,000 stores.
Irving, Texas-based 7-Eleven Inc. operates, franchises or licenses more than 83,000 convenience stores in 19 countries and regions, including more than 13,000 7-Eleven convenience stores in the United States.
- 7-Eleven is No. 1 on CSP’s 2024 Top 202 ranking of U.S. c-store chains by store count. Alimentation Couche-Tard is No. 2.
Laval, Quebec-based Couche-Tard operates in 31 countries and territories, with more than 16,700 stores. Its network includes more than 7,100 stores in the United States under the Circle K and Holiday Stationstores banners, and approximately 2,100 in Canada under the Circle K and Couche-Tard banners.
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