ALIMENTATION COUCHE-TARD ANNOUNCES WITHDRAWAL OF PROPOSAL TO ACQUIRE SEVEN & I HOLDINGS DUE TO LACK OF ENGAGEMENT

Executive Summary

• Alimentation Couche-Tard (ACT) has officially withdrawn its proposal to acquire Seven & i Holdings Co., Ltd. ("Seven & i") citing a persistent lack of constructive engagement and good faith from Seven & i’s leadership and Special Committee.
• The withdrawal follows months of failed negotiations, with ACT alleging that Seven & i engaged in a "calculated campaign of obfuscation and delay," providing negligible due diligence materials and refusing to hold substantive management meetings.
• ACT had previously offered a cash bid of ¥2,600 per share (a 47.6% premium) and proposed alternative structures, including a partial acquisition of non-Japanese assets, but claims these were met with resistance or insufficient cooperation regarding regulatory divestitures.

Key Details

• Transaction Status: Withdrawal of acquisition proposal for Seven & i Holdings Co., Ltd.
• Original Offer Terms:
  • Price: ¥2,600 per ordinary share in cash.
  • Premium: 47.6% premium to Seven & i’s unaffected stock price.
• Reason for Withdrawal: Lack of constructive engagement; ACT claims Seven & i provided limited due diligence (only 14 files related to the U.S. business in 10 weeks) and failed to answer critical questions.
• Due Diligence Issues:
  • Data room opened May 9, 2025, contained limited and confirmatory information.
  • Updated document received June 25, 2025, contained no new information.
  • Management meetings in Dallas and Tokyo were described as "tightly scripted," with ACT executives facing interruptions and deferrals of questions.
• Regulatory & Divestiture Efforts:
  • ACT provided a term sheet on December 27, 2024, proposing specific store divestitures and a reverse termination fee of ~$1.2 billion (increasing to >$1.4 billion if FTC required additional divestitures).
  • ACT solicited interest from buyers for the divestiture portfolio; received multiple indications of interest by March 31, 2025.
  • ACT alleges Seven & i failed to share required information with potential buyers, stalling the process.
• Alternative Structures Considered:
  • ACT proposed acquiring 100% of Seven & i’s business outside Japan and 40% of the Japan business ("ParentCo"), leaving 60% with existing shareholders.
  • Seven & i proposed contributing SEI into Couche-Tard for equity ownership, which ACT rejected as not delivering the same premium or operational prospects.
• Key Dates:
  • Initial Proposal: July 25, 2024.
  • NDA Signed: Post-April 18, 2025 meeting.
  • Withdrawal Announcement: July 16, 2025.

Notable Quotes

• "As you know, earlier this year we submitted a proposal of ¥2,600 per ordinary share in cash, representing a 47.6% premium to your unaffected stock price."
• "Since entering into the NDA, there has been no sincere or constructive engagement from 7&i that would facilitate the advancement of any proposal... Rather, you have engaged in a calculated campaign of obfuscation and delay, to the great detriment of 7&i and its shareholders."
• "In 10 weeks of diligence, just 14 total files relating to the U.S. business were provided, and none of our critical questions were answered."
• "Based on this persistent lack of good faith engagement, we are withdrawing our proposal."