Itochu to bow out of Seven & i buyout, Couche-Tard still interested

By Makiko Yamazaki and Ritsuko Shimizu

TOKYO (Reuters) – Japan’s Itochu is withdrawing from a buyout for Seven & i Holdings proposed by the retailer’s founding family, two sources with knowledge of the matter said, while Canada’s Alimentation Couche-Tard reaffirmed its commitment to a takeover.

After receiving a takeover bid from Alimentation Couche-Tard last year, Seven & i’s founding Ito family began talks to take the convenience store owner private for an estimated $58 billion.

The Nikkei newspaper first reported earlier on Wednesday that Itochu had decided not to participate in the buyout.

Itochu had considered investing 1 trillion yen ($6.69 billion) in the deal but ultimately saw few synergies between its food and beverage business and Seven & i, Nikkei said.

Seven & i and Itochu declined to comment.

Itochu’s decision to bow out casts a shadow on the prospect of the Ito family’s proposed management buyout, which would be the largest in history if successful.

Going private would allow the operator of more than 80,000 7-Eleven convenience stores around the world to retain its management and remove pressure from shareholders to sell off more of its assets – as well as eliminate the threat from a bidder that it may see as hostile.

A management buyout offer could also be a tactic to force Couche-Tard to bid more.

A spokesperson for the Canadian retailer said on Wednesday that Couche-Tard remained committed to reaching a mutually agreeable transaction with Seven & i and would retain the store chain’s role in emergency response infrastructure.

Japanese officials have said convenience stores and their distribution networks could be used to help disaster victims and have scrutinized how a foreign company’s takeover could impact national security.

“Since the public disclosure of our proposal over six months ago, we have engaged many stakeholders in Japan over multiple visits, and we appreciate their ongoing support,” a Couche-Tard spokesperson said, adding that it was committed to ensuring customer privacy, regulatory approvals and investment.

Couche-Tard first approached Seven & i in August for the largest-ever foreign buyout of a Japanese company. It had offered $38.5 billion, but raised it to $47 billion after Seven & i rejected the initial bid.

Itochu’s reported participation was seen as complicated by the trading house’s ownership of one of Seven & i’s competitors, convenience store chain FamilyMart.

Charoen Pokphand (CP) Group subsidiary CP All Pcl, which was considering investing, according to media reports, said in a statement on Wednesday it had no intention to participate in the investment in a “Japanese retail company”.

The Thai firm did not name the company, while adding that it follows investment policies focused on supporting business growth. Japanese broadcaster NHK had reported in January that Seven & i’s founding family was asking the CP Group to invest in a management buyout of the Tokyo-based retailing giant.

CP All’s shares ended 10.2% higher at 54.25 baht apiece on Wednesday in Bangkok.

The Ito family has approached a number of private equity firms about supporting their bid, sources have said.

Apollo Global Management is considering investing as much as 1.5 trillion yen in the deal, Bloomberg News reported last month.

Seven & i is separately nearing a deal to sell a stake of its non-core assets to private equity firm Bain Capital, two other sources said.

The retailer has sought to separate non-core businesses that include its supermarket operations into York Holdings.

The unit will house 31 subsidiaries including the group’s superstores business, baby goods store Akachan Honpo and the company that operates Denny’s restaurants in Japan.

Bain offered around 1.2 trillion yen for these assets, Reuters reported in December.

Bain declined to comment.

($1 = 149.4400 yen)

(Reporting by Makiko Yamazaki, Ritsuko Shimizu and Rocky Swift in Tokyo and Abigail Summerville in New York; Kane Wu in Hong Kong and Rishav Chatterjee in Bangaluru; Editing by Christian Schmollinger, Christina Fincher, Leroy Leo and Philippa Fletcher)

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