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Forbes
05-05-2025
- Business
- Forbes
Deal For 7-Eleven Moves Closer As Books Opened To Circle K Owner
The owner of 7-Eleven and Couche-Tard have entered into an NDA. A mega-merger of two convenience store giants looks to have taken a step closer after the Tokyo-based owner of 7-Eleven entered a non-disclosure agreement (NDA) with Alimentation Couche-Tard (ACT), which operates close to 17,000 Couche-Tard and Circle K stores across North America and Europe. The move comes as the companies continue negotiations which could see Canadian-based Couche-Tard to acquire all the outstanding shares of Seven & i. The Canadian retailer is ramping up its efforts to acquire the Japanese operator of 7-Eleven convenience stores for nearly $50 billion in a deal that will combine the c-store powerhouse with ACT's Circle K brand. According to an official announcement from the companies, the NDA is meant to progress transaction discussions, facilitate due diligence, and collaborate on plans to engage with regulators. However, there is no assurance that these discussions will result in a transaction. "We appreciate the Special Committee of Seven & i engaging in substantive discussions regarding our proposal and providing access to diligence. We look forward to working collaboratively with Seven & i in the interests of all stakeholders," Alex Miller, Couche-Tard President and CEO said in a release. The agreement, considered a prerequisite for friendly talks, includes provisions that ACT does not conduct a hostile takeover, while the Tokyo-based company insisted that it will continue to explore its own growth plans. "The execution of the NDA is a positive step in the constructive engagement process with Couche-Tard,' said Paul Yonamine, chair of the Japanese company's special committee looking into the takeover proposal. "We remain committed to pursuing two parallel paths to ensure that value for shareholders and other stakeholders is maximized.' The takeover proposal from Couche-Tard first came to light in August last year but to date Seven & i had rebuffed all approaches, citing uncertainties over clearing U.S. antitrust hurdles because of the potentially dominant position of the combined businesses in North America. In response, Couche-Tard had agreed to seek a buyer for some of its stores in advance of any potential deal, a fairly standard move for major consolidations of rival retail businesses aa they avoid anti-competition regulations. In its most recent earnings update posted in March, Couche Tard announced net earnings attributable to shareholders of the corporation were $641.4 million for the third quarter of fiscal 2025 compared with $623.4 million for the third quarter of fiscal 2024. Circle K owner ACT has posted strong revenues. (Photo by Jakub Porzycki/NurPhoto via Getty Images) Adjusted net earnings attributable to shareholders were approximately $641.0 million compared with $625.0 million for the corresponding quarter of last year, representing an increase of 2.6%. 'Same-store sales were positive in both Canada and Europe compared to the same quarter last year, and we had sequential improvement in the United States, impacted by historic winter storms in our southern business units,' Miller said. 'Food continued to grow in the United States as our meal deal promotions performed well and have been extended to Canada. In our fuel business, we are maintaining market share in the United States and margins aligned with recent quarters. As inflationary pressure persists, our number one priority is winning our customers by being ready with the products and services they want at compelling value," he added of Circle K and Couche Tard's performance.
Asahi Shimbun
01-05-2025
- Business
- Asahi Shimbun
Couche-Tard advances deal talks for Seven & i with access to books
Alimentation Couche-Tard (ACT) and Japan's Seven & i said they have signed a non-disclosure agreement (NDA) that will give the Canadian company access to the Japanese retailer's financial data as it seeks a $47 billion acquisition. The move represents progress in takeover talks for Couche-Tard, which operates the Circle-K convenience stores in Canada and the United States and has been trying to acquire Seven & i since August. The detailed terms of the agreement will remain confidential, 7-Eleven operator Seven & i said in a statement on Thursday. The agreement also includes a "standstill" clause, which protects target companies from hostile takeovers. Couche-Tard has said that access to "fulsome diligence information" may allow it to improve its proposal. The current offer of around $47 billion would already be the largest ever takeover of a Japanese company by a foreign buyer. "The execution of the NDA is a positive step in the constructive engagement process with ACT," Paul Yonamine, who chairs Seven & i's independent special committee to examine bids, said in the company's statement. Seven & i has previously said that until now Couche-Tard's refusal to agree to "standard protections" in a friendly deal, such as a standstill provision, has prevented an NDA from being signed. It has also argued that antitrust hurdles in the U.S. are a principal barrier to the deal, but since March the two have been working together on finding a buyer for over 2,000 stores that are candidates for divestment. While fielding the takeover bid, Seven & i has accelerated an overhaul of its management and business operations that includes selling off non-core business lines, appointing a new chief executive, and proposing four new board members. Proxy adviser Institutional Shareholder Services (ISS) has recommended shareholders support the appointment of the new CEO, Stephen Dacus, and the new board members, according to a report seen by Reuters.
Japan Today
01-05-2025
- Business
- Japan Today
Seven & i, Couche-Tard sign non-disclosure pact over takeover talks
Seven & I's logo is seen at its 7-Eleven convenience store in Tokyo. Seven & i Holdings Co and Alimentation Couche-Tard Inc said Thursday they have signed a non-disclosure agreement to facilitate the exchange of information as the Canadian retailer seeks to acquire the Japanese firm. The agreement, considered a prerequisite for friendly talks, suggests progress in Couche-Tard's buyout proposal, although the operator of the 7-Eleven convenience store chain is still looking at the option of pursuing growth on its own. The provisions include the Canadian firm, operator of the Circle K convenience stores, not conducting a hostile takeover. "The execution of the (non-disclosure agreement) is a positive step in the constructive engagement process with" Couche-Tard, said Paul Yonamine, the chair of the Japanese company's special committee looking into the takeover proposal. "We remain committed to pursuing two parallel paths to ensure that value for shareholders and other stakeholders is maximized," Yonamine said, referring to the acquisition offer and the go-it-alone plan. Couche-Tard also released a statement, saying, "There can be no assurance that these discussions will result in a transaction." "We look forward to working collaboratively with Seven & i in the interests of all stakeholders," CEO Alex Miller said. Seven & i said in August 2024 that it had received a takeover proposal from Couche-Tard, with the offer currently exceeding 7 trillion yen ($49 billion). Despite the offer and talks including regulatory issues, Seven & i made clear in March that it plans to seek an independent path. Couche-Tard, however, has not withdrawn its takeover proposal. © KYODO
Business Times
01-05-2025
- Business
- Business Times
Canadian firm advances deal talks for Japan's Seven & i with access to books
[TOKYO] Alimentation Couche-Tard (ACT) and Japan's Seven & i said that they have signed a non-disclosure agreement (NDA) that will give the Canadian company access to the Japanese retailer's financial data as it seeks a US$47 billion acquisition. The move represents significant progress in takeover talks for Couche-Tard, which operates Circle-K convenience stores in Canada and the United States and has been trying to acquire Seven & i since August. The detailed terms of the agreement will remain confidential, 7-Eleven operator Seven & i said in a statement on Thursday (May 1). The agreement also includes a 'standstill' clause, which protects target companies from hostile takeovers. A standstill clause typically refers to a contractual agreement in which an an acquirer agrees not to acquire any shares in the acquiree in exchange for their opening their books. Seven & i said that the detailed terms of the provision will remain confidential and Couche-Tard's founder ruled out the prospect of a hostile takeover at a press conference in Tokyo in March. Couche-Tard has said that access to 'fulsome diligence information' may allow it to improve its proposal. The current offer of around US$47 billion would already be the largest ever takeover of a Japanese company by a foreign buyer. BT in your inbox Start and end each day with the latest news stories and analyses delivered straight to your inbox. Sign Up Sign Up 'The execution of the NDA is a positive step in the constructive engagement process with ACT,' Paul Yonamine, who chairs Seven & i's independent special committee to examine bids, said in the company's statement. Seven & i has previously said that until now Couche-Tard's refusal to agree to 'standard protections' in a friendly deal, such as a standstill provision, has prevented an NDA from being signed. It has also argued that antitrust hurdles in the US are a principal barrier to the deal, but since March the two have been working together on finding a buyer for over 2,000 stores that are candidates for divestment. While fielding the takeover bid, Seven & i has accelerated an overhaul of its management and business operations that includes selling off non-core business lines, appointing a new chief executive, and proposing four new board members. Proxy adviser Institutional Shareholder Services has recommended shareholders support the appointment of the new CEO, Stephen Dacus, and the new board members, according to a report seen by Reuters. Seven & i shares closed 1.96 per cent higher at 2,156 yen on Thursday, outperforming the Nikkei index. Couche-Tard's offer price is around 2,700 yen per share. REUTERS
The Mainichi
01-05-2025
- Business
- The Mainichi
Seven & i, Couche-Tard ink non-disclosure pact over takeover talks
TOKYO (Kyodo) -- Seven & i Holdings Co. and Alimentation Couche-Tard Inc. said Thursday they have signed a non-disclosure agreement to facilitate the exchange of information as the Canadian retailer seeks to acquire the Japanese firm. The agreement, considered a prerequisite for friendly talks, suggests progress in Couche-Tard's buyout proposal, although the operator of the 7-Eleven convenience store chain is still looking at the option of pursuing growth on its own. The provisions include the Canadian firm, operator of the Circle K convenience stores, not conducting a hostile takeover. "The execution of the (non-disclosure agreement) is a positive step in the constructive engagement process with" Couche-Tard, said Paul Yonamine, the chair of the Japanese company's special committee looking into the takeover proposal. "We remain committed to pursuing two parallel paths to ensure that value for shareholders and other stakeholders is maximized," Yonamine said, referring to the acquisition offer and the go-it-alone plan. Couche-Tard also released a statement, saying, "There can be no assurance that these discussions will result in a transaction." "We look forward to working collaboratively with Seven & i in the interests of all stakeholders," CEO Alex Miller said. Seven & i said in August 2024 that it had received a takeover proposal from Couche-Tard, with the offer currently exceeding 7 trillion yen ($49 billion). Despite the offer and talks including regulatory issues, Seven & i made clear in March that it plans to seek an independent path. Couche-Tard, however, has not withdrawn its takeover proposal.
