Alimentation Couche-Tard withdraws takeover proposal for Seven & i

Alimentation Couche-Tard (ANCTF) announced that it has withdrawn its proposal to acquire Seven & i Holdings (SVNDY) due to a lack of constructive engagement by Seven & i. Couche-Tard sent the following letter to the Board of Directors: “We continue to believe that a combination of Seven & i Holdings and Alimentation Couche-Tard would create a global leader in convenience with the ability to better serve our stakeholders, grow the 7-Eleven brand and generate value for our respective shareholders. As you know, earlier this year we submitted a proposal of JPY2,600 per ordinary share in cash, representing a 47.6% premium to your unaffected stock price. We have, for some time, tried to engage with your Special Committee on this proposal through constructive, friendly discussions in which we have clearly demonstrated that our proposal is fully financed and that there is a clear path to gaining regulatory approvals. We have repeatedly sought a friendly dialogue with the Ito family but they have not been open to any conversation. We also stated that there may be an opportunity to enhance the economic terms of our proposal if we are afforded access to additional diligence information. We have been very patient and respectful throughout this process, beginning with our meeting on July 23, 2024. Following our meeting in Tokyo with Hachiuma-san and Yonamine-san on April 18, 2025, we entered into a non-disclosure agreement containing customary standstill provisions, in the belief that 7&i would engage constructively with us to determine whether a transaction could be agreed. Since entering into the NDA, there has been no sincere or constructive engagement from 7&i that would facilitate the advancement of any proposal, contrary to comments made publicly by 7&i representatives, including in the July 11, 2025 earnings call in which 7&i noted it is “seriously” considering our proposal. As discussed below in detail, the quantity and substance of the permitted due diligence, including at two tightly constrained management meetings, have been negligible. Rather, you have engaged in a calculated campaign of obfuscation and delay, to the great detriment of 7&i and its shareholders. We believe this approach reinforces our concerns about your approach to governance. Based on this persistent lack of good faith engagement, we are withdrawing our proposal.”