7-Eleven Store Chain $31 Billion Parent Seven & i Holdings Rejects Buyout Proposal by Canada $56 Billion Convenience Store Giant Alimentation Couche-Tard, Grossly Undervalue Seven & i Holdings & Proposal Does Not Adequately Acknowledge Challenges from United States Competition Law Enforcement Agencies
6th September 2024 | Hong Kong
7-Eleven store chain parent Seven & i Holdings has rejected Alimentation Couche-Tard friendly proposal (19/8/24) to buy 7-Eleven store chain parent Seven & i Holdings. On 19th August 2024, Alimentation Couche-Tard had sent a friendly proposal (19/8/24) to buy 7-Eleven store chain $31 billion parent Seven & i Holdings. Couche-Tard billionaire founders Alain Bouchard fortune at $7.7 billion, and Jacques D’Amours fortune at $3.7 billion. Canada convenience store giant Alimentation Couche-Tard ($56 billion market value) requires Japan government regulatory approval to buy 7-Eleven store chain $31 billion parent Seven & i Holdings. Seven & i Holdings (6/9/24): “After a thorough review and discussion of your proposal, the 7&i Board has unanimously concluded, based on the unanimous recommendation of the Special Committee, that the proposal is not in the best interest of 7&i shareholders and other stakeholders. We are open to engaging in sincere discussions should you put forth a proposal that fully recognizes our standalone intrinsic value and addresses our concerns regarding certainty of closing in the current regulatory environment. However, we do not believe, for several critical reasons, that the proposal you have put forward provides a basis for us to engage in substantive discussions regarding a potential transaction. undervalues our standalone path and the additional actionable avenues we see to realize and unlock shareholder value in the near- to medium-term. The 7&i business is a unique asset and strategically positioned within the global convenience store sector. The Board is confident that it can realize and unlock shareholder value through a number of strategic actions, including but not limited to our U.S. business, that we are actively pursuing … …
“ 7-Eleven Store Chain $31 Billion Parent Seven & i Holdings Rejects Buyout Proposal by Canada $56 Billion Convenience Store Giant Alimentation Couche-Tard, Grossly Undervalue Seven & i Holdings & Proposal Does Not Adequately Acknowledge Challenges from United States Competition Law Enforcement Agencies “
Seven & i Holdings (6/9/24)
Dear Alain
- I am writing on behalf of the board of directors of Seven & i Holdings Co., Ltd (“7&i”) to follow up on our phone conversation earlier today and to officially respond to your confidential, non-binding and preliminary proposal to acquire all outstanding shares of 7&i for US$14.86 per share in cash.
- As I shared with you in my message of August 15 acknowledging your proposal, the 7&i Board promptly formed a Special Committee comprised solely of independent outside directors to review your proposal. I have served as chair of the Special Committee. The Special Committee, assisted by our financial and legal advisors, conducted a careful and comprehensive review of your proposal over the course of multiple meetings.
- I want to emphasize that the 7&i Board is single-mindedly focused on delivering value for 7&i shareholders and other stakeholders. 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.
- After a thorough review and discussion of your proposal, the 7&i Board has unanimously concluded, based on the unanimous recommendation of the Special Committee, that the proposal is not in the best interest of 7&i shareholders and other stakeholders. We are open to engaging in sincere discussions should you put forth a proposal that fully recognizes our standalone intrinsic value and addresses our concerns regarding certainty of closing in the current regulatory environment. However, we do not believe, for several critical reasons, that the proposal you have put forward provides a basis for us to engage in substantive discussions regarding a potential transaction.
- First, the Special Committee believes that your proposal is opportunistically timed and grossly undervalues our standalone path and the additional actionable avenues we see to realize and unlock shareholder value in the near- to medium-term. The 7&i business is a unique asset and strategically positioned within the global convenience store sector. The Board is confident that it can realize and unlock shareholder value through a number of strategic actions, including but not limited to our U.S. business, that we are actively pursuing.
- Second, the 7&i Board believes that even if you were able to improve the value element of your proposal very significantly, your proposal does not adequately acknowledge the multiple and significant challenges such a transaction would face from U.S. competition law enforcement agencies in the current regulatory environment and provides no certainty to closing. Beyond your simple assertion that you do not believe that a combination would unfairly impact the competitive landscape and that you would “consider” potential divestitures, you have provided no indication at all of your views as to the level of divestitures that would be required or how they would be effected. Your proposal also does not indicate, for example, the timeline you believe would be required to clear regulatory hurdles, or whether you would be prepared to take all necessary action to obtain regulatory clearance, including by litigating with the government.
- Third, while you acknowledge the crucial role that 7&i plays in everyday life in Japan across food retail, banking and other services, this is clearly an area that would require further discussion should we reach that point. As we discussed, although we would have preferred to keep both your proposal and our response private and confidential, given that the fact of your proposal is already in the public domain, in the interest of transparency with our shareholders and other stakeholders, we are making this letter public.
- Thank you for your interest in 7&i. As I mentioned when we talked, I’m available to answer questions you may have.
Stephen Dacus
Chair, Special Committee Chairman of the Board
Billionaire Family Owner of 7-Eleven Store Chain $31 Billion Parent Seven & i Holdings is Masatoshi Ito Family with 8.1% Shareholding Valued at $2.5 Billion, Masatoshi Ito Died at age 98 in 2023, Son Junro Ito is Executive Vice-President of Seven & i Holdings, Couche-Tard Billionaire founders Alain Bouchard Fortune at $7.7 Billion, and Jacques D’Amours Fortune at $3.7 Billion
23rd August 2024 – Billionaire family owner of 7-Eleven store chain parent Seven & i Holdings is the Masatoshi Ito family with 8.1% shareholding valued at $2.5 billion (19/8/24: $31 billion). In 2023, Masatoshi Ito died at age 98. His son Junro Ito is Executive Vice-President of Seven & i Holdings. On 19th August 2024, Alimentation Couche-Tard had sent a friendly proposal (19/8/24) to buy 7-Eleven store chain $31 billion parent Seven & i Holdings. Couche-Tard billionaire founders Alain Bouchard fortune at $7.7 billion, and Jacques D’Amours fortune at $3.7 billion. Canada convenience store giant Alimentation Couche-Tard ($56 billion market value) requires Japan government regulatory approval to buy 7-Eleven store chain $31 billion parent Seven & i Holdings. Alimentation Couche-Tard (19/8/24): “Alimentation Couche-Tard Inc. (“Couche-Tard” or the “Corporation”) (TSX: ATD), a global leader in convenience and mobility, today confirms that it recently submitted a friendly, non-binding proposal to Seven & i Holdings Co., Ltd., (“Seven & i”). The Company is focused on reaching a mutually agreeable transaction that benefits both companies’ customers, employees, franchisees and shareholders. There can be no certainty at this stage that any agreement or transaction will be reached. The Company does not anticipate issuing any further public statements regarding discussions with Seven & i unless or until an agreement is reached.” Seven & i Holdings (19/8/24): “Seven & i Holdings Co., Ltd (“the Company”) today made the following comment in response to media reports stating it has received an acquisition proposal by Alimentation Couche-Tard Inc. (“ACT”). The Company confirmed that it has received a confidential, non-binding and preliminary proposal by ACT to acquire all outstanding shares of the Company.
$56 Billion Canada Convenience Store Giant Alimentation Couche-Tard Requires Japan Government Regulatory Approval to Buy 7-Eleven Store Chain $31 Billion Parent Seven & i Holdings
23rd August 2024 – Canada convenience store giant Alimentation Couche-Tard ($56 billion market value) requires Japan government regulatory approval to buy 7-Eleven store chain $31 billion parent Seven & i Holdings. On 19th August 2024, Alimentation Couche-Tard had sent a friendly proposal (19/8/24) to buy 7-Eleven store chain $31 billion parent Seven & i Holdings. Alimentation Couche-Tard (19/8/24): “Alimentation Couche-Tard Inc. (“Couche-Tard” or the “Corporation”) (TSX: ATD), a global leader in convenience and mobility, today confirms that it recently submitted a friendly, non-binding proposal to Seven & i Holdings Co., Ltd., (“Seven & i”). The Company is focused on reaching a mutually agreeable transaction that benefits both companies’ customers, employees, franchisees and shareholders. There can be no certainty at this stage that any agreement or transaction will be reached. The Company does not anticipate issuing any further public statements regarding discussions with Seven & i unless or until an agreement is reached.” Seven & i Holdings (19/8/24): “Seven & i Holdings Co., Ltd (“the Company”) today made the following comment in response to media reports stating it has received an acquisition proposal by Alimentation Couche-Tard Inc. (“ACT”). The Company confirmed that it has received a confidential, non-binding and preliminary proposal by ACT to acquire all outstanding shares of the Company. The Board of Directors of the Company has formed a Special Committee of the Board of Directors, comprised solely of independent outside directors, led by Stephen Hayes Dacus, as Chairperson of the Board of Directors, to review the proposal. Consistent with its obligation to act in the best interest of its shareholders and other stakeholders of the Company, the Special Committee intends to conduct a prompt, careful and comprehensive review of the proposal, the Company’s stand-alone plans and other alternatives for enhancing corporate value, after which a response will be made to ACT. Neither the Board of Directors nor the Special Committee has made any determination at this time to either accept or reject the proposal from ACT, to enter into discussions with ACT or to pursue any alternative transaction. The Company will promptly announce when the Company decides or has matters to be disclosed.”
Canada $56 Billion Convenience Store Giant Alimentation Couche-Tard Sent Friendly Proposal to Buy 7-Eleven Store Chain $31 Billion Parent Seven & i Holdings
21st August 2024 – Canada convenience store giant Alimentation Couche-Tard ($56 billion market value) had sent a friendly proposal (19/8/24) to buy 7-Eleven store chain $31 billion parent Seven & i Holdings. Alimentation Couche-Tard (19/8/24): “Alimentation Couche-Tard Inc. (“Couche-Tard” or the “Corporation”) (TSX: ATD), a global leader in convenience and mobility, today confirms that it recently submitted a friendly, non-binding proposal to Seven & i Holdings Co., Ltd., (“Seven & i”). The Company is focused on reaching a mutually agreeable transaction that benefits both companies’ customers, employees, franchisees and shareholders. There can be no certainty at this stage that any agreement or transaction will be reached. The Company does not anticipate issuing any further public statements regarding discussions with Seven & i unless or until an agreement is reached.”
Alimentation Couche-Tard Inc. – Couche-Tard is a global leader in convenience and mobility, operating in 31 countries and territories, with more than 16,700 stores, of which approximately 13,100 offer road transportation fuel. With its well-known Couche-Tard and Circle K banners, it is one of the largest independent convenience store operators in the United States and it is a leader in the convenience store industry and road transportation fuel retail in Canada, Scandinavia, the Baltics, Belgium, as well as in Ireland. It also has an important presence in Luxembourg, Germany, the Netherlands, Poland, as well as in Hong Kong Special Administrative Region of People’s Republic of China. Approximately 149,000 people are employed throughout its network.
About Seven & i Holdings – Seven & i Holdings Co., Ltd., headquartered in Chiyoda, Tokyo, is a Japanese diversified retail holding company listed on the Tokyo Stock Exchange Prime Market (3382). The Seven & i Group has a network of stores in 20 countries and regions with a focus on convenience stores, as well as superstores, specialty stores, and finance. The Group provides high-quality products and services to customers while “aiming to contribute to the local community in Japan and overseas by providing new experiences and values from the customers’ point of view.”
About 7-Eleven Inc – 7-Eleven is the premier name in the convenience-retailing industry with more than 84,000 stores in 20 countries and regions. 7-Eleven is owned by Tokyo-based Seven & i Holdings Co., Ltd. with headquarters located in Irving, Texas, and Tokyo, Japan. 7-Eleven, Inc. operates, franchises and/or licenses more than 13,000 stores in the U.S.
Japan Retail Giant Seven & i Holdings Buy Australia 7-Eleven Store Chain for $1.1 Billion from Australia 7-Eleven Store Owners Withers & Barlow Family with 751 Stores, Seven & i Holdings Licensed 7-Eleven Franchise from United States Southland Corp in 1973 & Acquired the Company in 1991
1st December 2023 – Japan retail giant Seven & i Holdings has announced to buy Australia 7-Eleven store chain for $1.1 billion (AUD 1.71 billion) from the Withers & Barlow family (751 Stores). Seven & i Holdings had licensed the 7-Eleven franchise from Southland Corp (United States) in 1973, and acquired the company in 1991. 7-Eleven Australia: “Convenience Group Holdings Pty Ltd (7-Eleven Australia) to transition to new ownership – The Withers and Barlow families have accepted an offer from 7-Eleven International LLC (7IN) to acquire 100% of 7-Eleven Australia. 7IN is a joint venture of 7-Eleven Inc., and Seven-Eleven Japan and is responsible for the 7-Eleven brand’s global growth strategy. The 7-Eleven Australia business will be operated as a wholly owned subsidiary of 7IN, headquartered in Melbourne. The current management team will continue to lead the business under new ownership.” Seven & i Holdings: “ In March 2023, the Company adopted “A world-class retail group centered around its “food” that leads retail innovation through global growth strategies centered on the 7-Eleven business and proactive utilization of technology” as the new ideal group image for 2030. One of the essential initiatives for realizing the ideal group image for 2030 is the global CVS strategy. 7IN which operates global CVS business outside of Japan and North America aims to have 50,000 stores worldwide (excluding Japan and North America) by FY2025 and to expand to 30 countries/regions by FY2030. In particular, 7IN pursues profit growth by not only new market entry but also strategic investments in existing licensees for maximizing licensee growth potential through business transformation, including strengthening “food”, which has led to remarkable growth of SEI in the U.S. In addition, the Company decided to increase its investment in Vietnam business in February 2023, and is actively considering M&A including strategic investments in licensees to pursue accelerated profit growth in the global CVS business which has significant potential of growth. SEA’s subsidiary, 7-Eleven Stores Pty Ltd, as a licensee of the “7-Eleven” brand, has been operating convenience stores in Australia for many years. 7-Eleven Stores Pty Ltd is currently the largest convenience store retailer in Australia with a leading merchandise offering, targeted product range, and established loyalty program.”
About 7-Eleven International LLC – 7-Eleven International LLC is a joint venture between 7-Eleven Inc. and Seven-Eleven Japan, Co. Ltd. 7-Eleven International master franchises and/or licenses more than 46,000 stores in 16 countries and regions. The iconic brand will celebrate its 100th anniversary in 2027.
About 7-Eleven Inc – 7-Eleven is the premier name in the convenience-retailing industry with more than 84,000 stores in 20 countries and regions. 7-Eleven is owned by Tokyo-based Seven & i Holdings Co., Ltd. with headquarters located in Irving, Texas, and Tokyo, Japan. 7-Eleven, Inc. operates, franchises and/or licenses more than 13,000 stores in the U.S., Canada, and Mexico. Seven-Eleven Japan, Co. Ltd. operates more than 21,000 stores throughout Japan. Known for its iconic brands such as Slurpee®, Big Bite® and Big Gulp®, 7-Eleven has expanded into high-quality sandwiches, salads, side dishes, cut fruit and protein boxes.
About Seven & i Holdings – Seven & i Holdings Co., Ltd., headquartered in Chiyoda, Tokyo, is a Japanese diversified retail holding company listed on the Tokyo Stock Exchange Prime Market (3382). The Seven & i Group has a network of stores in 20 countries and regions with a focus on convenience stores, as well as superstores, specialty stores, and finance. The Group provides high-quality products and services to customers while “aiming to contribute to the local community in Japan and overseas by providing new experiences and values from the customers’ point of view.”
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