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After board shakeup, Couche-Tard launches charm offensive against Japan's Seven & i

After board shakeup, Couche-Tard launches charm offensive against Japan's Seven & i

Alimentation Couche-Tard wants to convince the Japanese people to accept its $47 billion offer for Seven & i. It also wants to address the antitrust concerns which have become a major stumbling-block in its bid to purchase the 7-Eleven owners.

Canada's Couche-Tard which owns Circle-K has been pursuing Seven & i since months despite the cold reception it received from the Japanese retailer. If the deal goes through, this would be the largest foreign acquisition in Japan's history.

On Thursday, executives from Couche-Tard held their first press conference at Tokyo. This was months after announcing a takeover bid for Seven & i. They also highlighted the Canadian firm's recent efforts to woo a Japanese audience sceptical about a foreign acquisition.

Artisan Partners, a U.S.-based shareholder, has repeatedly urged the Japanese company, Seven & i, to be more active in its engagement with Couche-Tard.

Seven & i repeatedly stated that possible antitrust issues in the United States could make the proposed acquisition difficult.

Couche-Tard stated this week that it is confident there is a "clear pathway" to overcome regulatory hurdles in the U.S. and expressed frustration over 7-Eleven's "limited involvement."

Couche-Tard said that it was working with Seven & i to develop a plan for divesting some of its stores in the United States.

Stephen Dacus, the newly appointed CEO of Seven & i, has stated that there are significant regulatory obstacles in the way. Both firms have about 20,000 convenience stores between them.

Couche-Tard is offering to pay $18.19 for each share of Seven & i. This represents a 23% premium on the Japanese company’s Thursday share price, which was 2,196 yen (about $14.82).

Anti-Trust Issues

The trip of Couche-Tard's management to Tokyo, and its engagement with Seven & i regarding antitrust concerns, show the extent to which dealmakers will go to secure deal certainty in the face of U.S. regulator scrutiny.

Deal advisers say it is rare for transactions to engage in detailed discussions about divestment before a deal has been agreed upon or a confidentiality agreement signed.

Kathy O'Neill is a partner with the law firm Fried Frank. She said, "I have never seen a situation where the divestiture package was set in stone before the merger agreement was executed and the buyer baked into it."

She said that preparing a divestiture plan before the merger agreement is reached could help reduce the chance of surprise, and save time and energy spent on chasing down a deal.

Tim Cornell, a litigation associate and member of Debevoise & Plimpton’s Antitrust Group agreed that the airing antitrust concerns prior to a deal being announced was not normal.

He said that buyers would test the waters in certain situations with regard to a divestiture plan, especially if they have identified this as what's needed. Couche-Tard sweetened their offer in October, and said they were committed to the deal after a competing $58 Billion management buyout proposal by Seven & i’s founding family did not materialise. (Reporting and writing by Abigail Summerville and Anton Bridge, respectively; editing by Sumeet chatterjee and Jamie Freed).

(source: Reuters)