By Anton Bridge and Abigail Summerville
TOKYO/NEW YORK (Reuters) -Alimentation Couche-Tard could bolster its $47-billion offer for Seven & i if the Japanese firm became more cooperative and revealed more financial information, the founder of the Canadian retailer said on Thursday.
Couche-Tard Chairman Alain Bouchard’s remarks at the first press conference in Japan since his company launched its bid in August herald a change of strategy in response to what it called months of stonewalling by the 7-Eleven convenience store owner.
Seven & i offered a frosty reception to the deal, saying it would face antitrust scrutiny in the United States. Last week it appointed a new CEO and laid out a restructuring plan as an alternative.
The Quebec-based Circle-K convenience store owner, which had largely avoided the limelight since launching the bid, changed its approach on Thursday, to make its case in front of about 120 journalists, most of them Japanese, and an array of cameras.
“We may be able to enhance our proposal through (due) diligence as we form a greater understanding of the opportunity,” Bouchard said. “Unfortunately we haven’t had access to anything.”
Seven & i will not consider sharing confidential information with its competitor until Couche-Tard presents a more detailed divestiture plan to meet expected U.S. antitrust concerns that identifies specific stores, a timeframe and a credible buyer, a source familiar with the matter said this week.
“Couche-Tard did not talk about any specific solutions that would address our concerns about the U.S. antitrust issues that we have raised,” Seven & i said after Thursday’s conference.
Two of Seven & i’s independent directors resigned on Wednesday, a development one shareholder, U.S.-based Artisan Partners, called a “sign of dysfunction” at Seven & i.
Artisan has repeatedly urged the Japanese company to engage more actively with Couche-Tard.
The Canadian firm had offered to pay $18.19 per share in Seven & i, or a premium of roughly 22% over the Japanese company’s closing share price of 2,207 yen ($14.90) on Thursday.
Bouchard ruled out the prospect of a hostile takeover.
Couche-Tard submitted a yen-denominated bid in January that was largely the same as its earlier dollar-based bid, Chief Executive Alex Miller said on Thursday.
A successful deal would be the biggest foreign buyout in Japanese history.
JAPANESE CONCERNS
Originally a U.S. import, 7-Eleven was brought to Japan in 1973 by Seven & i’s late founder Masatoshi Ito, who turned it into a popular destination with fresh sandwiches, rice balls and neat rows of boxed lunches. When the U.S. owner of 7-Eleven went bankrupt in 1991, the Japanese retailer took over.
The Japanese public has worried that a foreign takeover could lead to a deterioration in the quality of 7-Eleven products, particularly fresh food.
Replying to a question about possible changes to the sell-by date of rice balls, Miller said Couche-Tard would retain the team handling fresh food provision at Japan’s 7-Eleven stores.
The convenience store chain also has a key post-disaster role in ensuring stocks of supplies in far-flung parts of earthquake-prone Japan.
Couche-Tard unveiled on Thursday a website with Japanese and English versions designed to gain backing from Japanese citizens by extolling the benefits of the deal and the Canadian company’s role in keeping its U.S. stores stocked for hurricane relief.
ANTITRUST ISSUES
The companies are the top two players in the U.S. convenience store market, with about 20,000 locations together.
Friction between them has centred on potential U.S. antitrust barriers even as the two working together to sound out potential buyers of stores to be divested to maintain competition.
The cooperation has been constructive so far, but the process was taking too long, Miller said on Thursday.
Couche-Tard management’s trip to Tokyo and the engagement with Seven & i on antitrust concerns underscore the lengths to which dealmakers would go to ensure deal certainty amid U.S. regulatory scrutiny.
“I can’t say I’ve seen a case where prior to a merger agreement being executed the entire divestiture package and buyer were set in stone and baked in,” said Kathy O’Neill, a partner at law firm Fried Frank.
($1=148.1000 yen)
(Reporting by Abigail Summerville in New York and Anton Bridge in Tokyo; Writing by Kane Wu and David Dolan; Editing by Sumeet Chatterjee and Jamie Freed)
