[TOKYO] Alimentation Couche-Tard (ACT) and Japan’s Seven & i said that 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 US$47 billion acquisition.
The move represents significant progress in takeover talks for Couche-Tard, which operates 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 (May 1). The agreement also includes a “standstill” clause, which protects target companies from hostile takeovers.
A standstill clause typically refers to a contractual agreement in which an an acquirer agrees not to acquire any shares in the acquiree in exchange for their opening their books.
Seven & i said that the detailed terms of the provision will remain confidential and Couche-Tard’s founder ruled out the prospect of a hostile takeover at a press conference in Tokyo in March.
Couche-Tard has said that access to “fulsome diligence information” may allow it to improve its proposal. The current offer of around US$47 billion would already be the largest ever takeover of a Japanese company by a foreign buyer.
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“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 US 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 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 closed 1.96 per cent higher at 2,156 yen on Thursday, outperforming the Nikkei index.
Couche-Tard’s offer price is around 2,700 yen per share. REUTERS
