By Anton Bridge
(Reuters) -Alimentation Couche-Tard (ACT) and Japan’s Seven & i said they have signed a non-disclosure agreement (NDA) that will give the Canadian company access to the Japanese retailer’s financial data as it seeks a $47 billion acquisition.
The move represents progress in takeover talks for Couche-Tard, which operates the Circle-K convenience stores in Canada and the United States and has been trying to acquire Seven & i since August.
The detailed terms of the agreement will remain confidential, 7-Eleven operator Seven & i said in a statement on Thursday. The agreement also includes a “standstill” clause, which protects target companies from hostile takeovers.
Couche-Tard has said that access to “fulsome diligence information” may allow it to improve its proposal. The current offer of around $47 billion would already be the largest ever takeover of a Japanese company by a foreign buyer.
“The execution of the NDA is a positive step in the constructive engagement process with ACT,” Paul Yonamine, who chairs Seven & i’s independent special committee to examine bids, said in the company’s statement.
Seven & i has previously said that until now Couche-Tard’s refusal to agree to “standard protections” in a friendly deal, such as a standstill provision, has prevented an NDA from being signed.
It has also argued that antitrust hurdles in the U.S. are a principal barrier to the deal, but since March the two have been working together on finding a buyer for over 2,000 stores that are candidates for divestment.
While fielding the takeover bid, Seven & i has accelerated an overhaul of its management and business operations that includes selling off non-core business lines, appointing a new chief executive, and proposing four new board members.
Proxy adviser Institutional Shareholder Services (ISS) has recommended shareholders support the appointment of the new CEO, Stephen Dacus, and the new board members, according to a report seen by Reuters.
Seven & i shares rose 2.7% in early trade in Tokyo on Thursday, outperforming the Nikkei index.
(Reporting by Urvi Dugar in Bengaluru, Mariko Katsumura, Kaori Kaneko, Makiko Yamazaki and Anton Bridge in Tokyo; Editing by Alan Barona, Muralikumar Anantharaman and Sonali Paul)
