Seven & i Holdings sent a letter today to shareholders disclosing the slate of directors to be elected at the Annual General Meeting on May 27.
The retailer said that its Special Committee of the Board of Directors, consisting solely of independent outside directors under Chair Paul Yonamine, continues to engage constructively with Alimentation Couche-Tard (ACT) regarding a potential buyout. The Special Committee is “trying to find a clear path to antitrust regulatory approval, so that a potential sale transaction can be completed if agreed upon.”
The letter also addressed that the “standalone plan contains a series of transformational leadership, capital and business initiatives that are focused on achieving long-term growth and increasing capital return for shareholders. Under this plan, Seven & i is already delivering on its commitment to shareholders, including the commencement of a share repurchase of up to ¥600 billion in FY 2025.”
In addition, the company will continue with the separation of the Chairperson of the Board of Directors and CEO roles, as first put in place one year ago, to strengthen the corporate governance structure as a global company and enhance transparency and objectivity in management decision making.
After announcing last month that Seven & i and ACT were searching for potential buyers for some stores to mitigate U.S. antitrust risk if the Canadian owner of Circle K were to take over the Japanese retailer, ACT said “it is confident there is a ‘clear path’ to overcome U.S. regulatory hurdles in its proposed $47 billion acquisition of Japan's Seven & i and expressed frustration at the 7-Eleven owner's ‘limited engagement,’” reported Reuters.
"We have reiterated several times over the past few months that we intend to be friendly and persistent in pursuing a transaction," Couche-Tard said in a statement, rejecting the Japanese firm's position that the “potentially transformational deal faces major regulatory hurdles.”
"We have done that in the face of significant frustration and distraction," it added.
Couche-Tard said it had been working with Seven & i on a plan to divest some of their stores in the United States if the deal were to go through. The retailers are two of the largest convenience operators in the U.S.
In a letter yesterday to shareholders, Seven & i wrote that Couche-Tard recently agreed to jointly explore a potential sale of some stores prior to signing a takeover agreement.
Seven & i also said that “now is the right time to advance business initiatives in parallel with its discussion with Couche-Tard and that the company remains focused on identifying all options to improve shareholder value,” wrote the WSJ.
In addition, Seven & i holdings announced that Joe DiPinto is stepping down as a director of the company, although he will remain the CEO of 7-Eleven Inc.
Previously, ACT said it “is in exploratory talks with third parties about a potential sale of U.S. stores to help it gain regulatory approval should it reach a deal to take over Seven & i.”
The Canadian company said it has identified a portfolio of U.S. stores and is in talks to “identify possible acquirers.”
“We believe there is a clear path to obtaining regulatory approvals of a transaction with Seven & i and have made a robust proposal to Seven & i about our commitment to doing so,” a Couche-Tard spokesperson said.