LAVAL,
QC, Sept. 8, 2024 /CNW/ - Alimentation
Couche-Tard Inc. ("Couche-Tard" or the "Corporation") (TSX: ATD), a
global leader in convenience and mobility, today issued the
following statement regarding the response letter sent by the Board
of Directors of Seven & i Holdings Co., Ltd.
("7&i") in response to Couche-Tard's friendly, non-binding
proposal:
Couche-Tard has deep respect for 7&i and the
business it has built in Japan and around the world,
including its operating model, franchisee network and
brand. We continue to have strong conviction that a
combination with 7&i has clear strategic and financial
benefits for both companies' customers, employees, franchisees and
shareholders. We believe that, working together, we can
successfully reach and complete a mutually agreeable transaction.
We believe a combination would significantly enhance the important
roles our companies play in our customers' daily lives. Together,
we would create a leading global retail platform with over 100,000
sites spanning Asia-Pacific,
North America, Australia, and Europe. Our complementary businesses, shared
values and excellent strategic fit would allow us to achieve
significantly more together than we could individually. This
includes further expanding the iconic 7-Eleven brand
internationally, enhancing relationships with franchisees around
the globe and attracting and retaining world-class talent.
Together, we can drive growth, learn from each other's operating
expertise, benefit from shared best practices and deliver
excellence to customers. This collaboration would also help us
achieve both companies' sustainability goals and drive innovation
for the benefit of all stakeholders.
Highly Confident Discussions Would Lead to Increased
Value
Given the mutual benefits of a combination, we are disappointed
in 7&i's refusal to engage in friendly discussions. We are
highly confident that collaborative discussions would lead to our
ability to find increased value for 7&i shareholders. We
requested to have our advisors engage in discussions with the
advisors to 7&i which was rejected. We offered to enter into a
Non-Disclosure Agreement ("NDA") to enable both sides to share
information to find more value, and this request was also rejected.
We remain ready and willing to enter into an appropriate NDA to
advance friendly discussions. In addition to enabling Couche-Tard
to find more value, engagement will also enable us to refine our
regulatory proposal to sufficiently address deal certainty, as
referenced in 7&i's response letter.
Regulatory Approvals
Couche-Tard has a successful history and track record
of acquisitions and working with U.S. and other regulators, in full
compliance with applicable processes and requirements. The
U.S. convenience store market is highly fragmented, with over
150,000 stores nationally.
Both Couche-Tard's and 7&i's stores operate
in the U.S. in competition with a wide array of brick and mortar
and online food and merchandise providers.
Additionally, 7&i and Couche-Tard largely
operate in complementary markets across the U.S.
As 7&i and Couche-Tard have both done previously as part of
successful acquisitions, we would, alongside 7&i, jointly
consider divestitures that may be required to secure regulatory
approvals.
In Japan,
we believe that together with 7&i, we would offer a
compelling combination that addresses all regulatory considerations
and acknowledges the importance of 7&i in Japan with respect to areas such as food
supply, banking and security services. We believe there are
certainly solutions to meet any regulatory needs while securing the
well-established ecosystem 7&i has successfully created in
Japan.
Shareholder Returns
Couche-Tard has an incredibly strong track record of creating
value for shareholders and its other stakeholders. Couche-Tard has
been an extraordinary steward of capital, having driven strong
operating performance and successfully integrating a large number
of acquisitions. Couche-Tard has generated total shareholder return
of over 450% in the last 10 years, more than 9 times greater than
7&i over the same period.
7&i Japanese Operations
We have tremendous respect for the strong, global business
7&i operates, specifically in Japan where its stores have reached
an outstanding level of excellence. We also recognize the
important role the company plays in everyday life in Japan, and we would intend to continue to
operate the business in a manner consistent with providing this
service for local communities.
When entering new
markets, Couche-Tard always takes a humble
approach. We would respect how 7&i operates in
Japan. Couche-Tard has a strong history of partnership,
always maintaining and learning from local leadership and
employees, and empowering local leaders and operators with
resources to enable them to keep serving their customers and
communities.
7&i's Important Role in Japan
We also acknowledge that 7&i plays an
important role in Japan's emergency response and serves
as a part of the community lifeline and social infrastructure.
We are committed to 7&i continuing to serve in this capacity.
Couche-Tard also has deep experience supporting our
communities during crisis, including during pandemics, hurricanes,
fires, floods and other devastating natural disasters. Similar to
7&i, we stay open, provide essentials, and are important to
emergency responses in our communities.
Proposal Not Subject to Financing
Based on substantial work and preparation, we are highly
confident that we have sufficient capacity to finance the
transaction in cash and that financing would not be a condition to
closing a transaction. Couche-Tard has a very strong
balance sheet and strong investment grade credit
ratings. We are a sophisticated and disciplined user of the capital
markets and have well-established relationships with major
financial institutions and investors who are willing to support us
in this transaction. We have secured a letter from our
financial advisor stating that it is highly confident that it is
able to arrange the financing for the proposed transaction, subject
to customary conditions. Our acquisition history reflects a high
level of discipline and execution excellence on behalf of our
stakeholders, and we plan to take the same approach in this
situation.
In summary, we remain highly focused on consummating a
transaction with 7&i that is in the best interests of all
constituencies. We stand by prepared to enter into collaborative
and friendly discussions with 7&i to focus on finding greater
value for 7&i and its shareholders, providing regulatory
certainty and ensuring that the combined entity continues to be the
leader and provider of premier offerings in the markets we both
serve.
About Alimentation Couche-Tard Inc.
Couche-Tard is a global leader in convenience and mobility,
operating in 31 countries and territories, with more than 16,800
stores, of which approximately 13,100 offer road transportation
fuel. With its well-known Couche-Tard and Circle K banners, it is
one of the largest independent convenience store operators in
the United States and it is a
leader in the convenience store industry and road transportation
fuel retail in Canada,
Scandinavia, the Baltics, Belgium,
as well as in Ireland. It also has
an important presence in Luxembourg, Germany, the
Netherlands, Poland, as
well as in Hong Kong Special Administrative Region of the People's Republic of China. Approximately
149,000 people are employed throughout its network.
For more information on Alimentation Couche-Tard Inc., or to
consult its audited annual Consolidated Financial Statements,
unaudited interim condensed consolidated financial statements and
Management Discussion and Analysis, please visit:
https://corpo.couche-tard.com.
Forward-Looking Statements
Certain statements in this press release may constitute forward
looking statements within the meaning of securities legislation,
including, without limitation, those with respect to any potential
transaction with 7&i, its anticipated benefits for both
companies' customers, employees, franchisees, shareholders and
other stakeholders and regulatory and financing matters, and there
can be no assurance that any transaction involving 7&i will
ultimately be agreed or proceed. Positive or negative verbs such as
"believe", "can", "shall", "intend", "expect", "estimate", "assume"
and other related expressions are used to identify such statements.
Such statements are based upon the current beliefs and expectations
of Couche-Tard and are subject to significant risks and
uncertainties outside of Couche-Tard's control. Couche-Tard would
like to point out that, by their very nature, forward-looking
statements involve risks and uncertainties such that its results,
or the measures it adopts, could differ materially from those
indicated in or underlying these statements, or could have an
impact on the degree of realization of a particular statement or
projection. Unless otherwise required by applicable securities
laws, Couche-Tard disclaims any intention or obligation to update
or revise any forward-looking statements, whether as a result of
new information, future events or otherwise. The forward-looking
information in this release is based on information available as of
the date of the release.
View original content to download
multimedia:https://www.prnewswire.com/news-releases/alimentation-couche-tard-comments-on-seven--i-holdings-response-not-to-engage-in-friendly-discussions-regarding-a-value-creating-combination-302241320.html
SOURCE Alimentation Couche-Tard Inc.
