Couche-Tard signs non-disclosure agreement with Seven & i amid takeover discussions
Alimentation Couche-Tard Inc. says it has signed a non-disclosure agreement with Seven & i Holdings Co. Ltd. amid its pursuit to acquire the Japanese parent company of 7-Eleven.
The Quebec-based company, which operates Circle K stores, says the non-disclosure agreement is meant to "progress transaction discussions, facilitate due diligence, and collaborate on plans to engage with regulators."
It cautions that it cannot assure discussions between the two companies will result in a transaction.
Last fall, Seven & i said it received a revised non-binding proposal from Couche-Tard that media reports suggested was valued at US$47 billion, about 22% higher than an offer it made in August.
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But Seven & i said in March that Couche-Tard was understating the antitrust risk related to its takeover offer and that it would not enter into a transaction without a clear path to closing, despite Couche-Tard insisting it has a successful track record of working with U.S. and other regulators to secure transaction approvals.
Couche-Tard president and CEO Alex Miller says in a statement that he appreciates Seven & i "engaging in substantive discussions regarding our proposal and providing access to diligence," adding he looks forward to working collaboratively "in the interests of all stakeholders."
In a statement released by Seven & i to the press upon the announcement of the non-disclosure agreement said the company’s independent Special Committee (SC) of the Board of Directors, chaired by Paul Yonamine, wrote that the two companies have signed a non-disclosure agreement (NDA) with customary and appropriate provisions including a “standstill,” the detailed terms of which will remain confidential.
The NDA will now facilitate the sharing of information between ACT and Seven & i that is in addition to the information that is already being provided to potential divestiture package buyers.
“The execution of the NDA is a positive step in the constructive engagement process with ACT. We remain committed to pursuing two parallel paths to ensure that value for shareholders and other stakeholders is maximized: (1) working closely with ACT to explore the possibility of a viable divestiture path to ensure that any potential sale transaction can be completed if agreed upon, and (2) a standalone plan, where well-defined management initiatives and having Stephen Hayes Dacus as CEO will be key to our success” Yonamine added.
“Nothing has changed in that regard. As we have said previously, we caution that it remains the case that it is critical for the SC to assess if there is a path to a viable divestiture by identifying potential buyers and determining their ability to stand up a real, stand-alone business that will preserve competition and satisfy regulators. That work is ongoing. Unlocking significant value for shareholders and other stakeholders remains Seven & i’s top priority.”
With files from Seven & i Holdings Co. Ltd.
