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Couche-Tard opens up negotiations for Japan's Seven & i by gaining access to the books

Alimentation Couche-Tard and Japan's Seven & i have signed a non-disclosure (NDA) agreement that will allow the Canadian company to access the Japanese retailer's data in order to pursue a $47 Billion acquisition.

The deal represents progress in the takeover negotiations for Couche-Tard. It operates Circle-K convenience store in Canada and in the United States, and has been trying since August to acquire Seven & i.

Seven & i, the operator of 7-Eleven, said that the terms and conditions of the agreement would remain confidential. The agreement includes a clause that protects the target companies against hostile takeovers.

Couche-Tard said it may be able to improve its offer if it has access to "full diligence information". The current offer, which is around $47 billion, would be the largest foreign takeover of Japanese companies ever.

In a statement, Paul Yonamine, the chairman of Seven & i’s independent special committee for examining bids, stated that "the execution of the NDA" was a positive step towards a constructive engagement with ACT.

Seven & i previously stated that Couche-Tard’s refusal to accept "standard protections" such as a stoppage provision in a friendly agreement has prevented a NDA being signed.

It also claimed that antitrust hurdles are the main barrier to the transaction in the U.S., but the two companies have been working on finding a buyer since March for more than 2,000 stores which are candidates for divestment.

Seven & i, which is pursuing the takeover, has accelerated a revamp of its management and operations. This includes selling non-core lines of business, appointing a chief executive and proposing four board members.

According to a recent report, Institutional Shareholder Services, a proxy adviser, has advised shareholders to support the appointment and new board members of Stephen Dacus as the new CEO.

Seven & i stocks rose 2.7% on Thursday morning in Tokyo, beating the Nikkei. (Reporting from Urvi Dugar, in Bengaluru; Kaori Kaneko in Tokyo, Makiko Yamazaki in Tokyo, and Anton Bridge, in Tokyo. Editing by Alan Barona and Muralikumar Aantharaman, and Sonali Paul.

(source: Reuters)