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Couche-Tard on charm offensive with Seven & i in Tokyo

Couche-Tard on charm offensive with Seven & i in Tokyo

Alimentation Couche-Tard's management will address the antitrust concerns raised by Japan's Seven & i during a visit to Tokyo to advance talks on its $47 billion offer for 7-Eleven's convenience store operator.

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

Couche-Tard is holding its first press conference on Thursday in Tokyo since it announced a purchase bid for Seven & i back in August. This was part of their efforts to convince a Japanese public that was skeptical of a foreign acquisition of a prized asset.

Couche-Tard expressed its frustration on Tuesday at 7-Eleven's "limited involvement" and said that it is confident of a "clear pathway" to overcome U.S. regulations in the proposed acquisition.

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, however, reiterated that there are significant regulatory obstacles in the way. Both firms have about 20,000 convenience stores between them.

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 program, especially if they have identified this as what's needed.

Couche-Tard sweetened their offer in October, and said they were committed to it. This was after a competing management buyout proposal of $58 billion by Seven & i’s founding family did not materialise. (Reporting and writing by Abigail Summerville and Anton Bridge, respectively; editing by Sumeet Chaterjee and Jamie Freed).

(source: Reuters)