By Mariko Katsumura and Scott Murdoch
TOKYO (Reuters) -Japanese retail giant Seven & i Holdings said on Friday it had rejected Canada’s Alimentation Couche-Tard’s $38.5 billion cash bid for the company because the proposal was not in the interest of shareholders.
The value of the offer, disclosed on Friday as $14.86 per share, would make a successful deal the largest-ever buyout of a Japanese firm by an overseas company, LSEG data shows.
The operator of the 7-Eleven convenience store chain, which said last month it had received a takeover proposal from Couche-Tard without naming the price, said it was open to “sincerely consider” any proposals.
But it would “resist any proposal that deprives our shareholders of the company’s intrinsic value that fails to specifically address very real regulatory concerns,” Seven & I said in a letter addressed to Couche-Tard, which operates Circle-K convenience stores.
“We do not believe, for several critical reasons, that the proposal you have put forward provides a basis for us to engage in substantive discussions regarding a potential transaction,” said the letter sent from Stephen Dacus, the chair of the Seven & I special committee of independent directors that was formed to consider the offer.
Couche-Tard did not immediately respond to a request for comment from Reuters.
Seven & I shares were trading about 0.3% higher at 2,157 yen ($15.06) on Friday morning, above the value of the $14.86 per share proposal. The stock traded at 1,761 yen ($12.29) before Couche-Tard’s approach was announced on Aug. 19.
The Japanese company said if Couche-Tard was to increase the value of offer “very significantly” the company would still be concerned over whether a takeover would be able to progress.
“Your proposal does not adequately acknowledge the multiple and significant challenges such a transaction would face from U.S. competition law enforcement agencies in the current regulatory environment and provides no certainty to closing,” Dacus said in the letter.
Despite Couche-Tard’s offer being rejected, the bid is the latest example of the growing interest in Japanese companies by Western investors, who have been drawn by the country’s push for better governance.
A Seven & I takeover would eclipse the existing largest-ever foreign buyout in Japan which was the $18 billion purchase in 2018 of Toshiba’s memory chip business by a consortium led by private equity firm Bain.
Couche-Tard has a market value of about $52 billion.
($1 = 143.2300 yen)
(Reporting by Mariko Katsumura in Tokyo and Scott Murdoch in Sydney; Editing by Christopher Cushing and Jamie Freed)
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