Seven & i Raises Concerns Over Antitrust Risks in $47 Billion Couche-Tard Deal

Japan’s Seven & i Holdings has expressed serious reservations about the antitrust challenges associated with its proposed $47 billion acquisition by Canada’s Alimentation Couche-Tard, emphasizing that the latter has not done enough to safeguard shareholders should the deal collapse, according to The Wall Street Journal.

The operator of the global 7-Eleven convenience store chain stated that Couche-Tard has underestimated the regulatory scrutiny the deal would likely face, particularly in the United States, where the Federal Trade Commission (FTC) has adopted a stricter approach to major mergers. Seven & i underscored the importance of ensuring a clear regulatory path before moving forward, per The Wall Street Journal.

“We have been insistent on ensuring a clear path to antitrust regulatory approval as a first step for one reason: a deal that doesn’t close is not a deal, and it will destroy shareholder value,” Seven & i stated in company documents released on Tuesday. The company further asserted that it would not enter into a transaction that could potentially leave it in a prolonged and uncertain state, which could be detrimental to its financial health.

Despite repeated concerns from Seven & i, Couche-Tard has yet to propose substantial concessions to mitigate the regulatory risks. A spokesperson for Couche-Tard declined to comment on Seven & i’s latest remarks. However, last week, Couche-Tard CEO Alex Miller stated in an earnings call that the company remains focused on pursuing a “friendly approach” to negotiations and highlighting the advantages the deal would bring to shareholders on both sides.

Related: Couche-Tard Eyes Seven & i Deal Despite Japanese Retailer’s Hesitation

Seven & i also pointed to the ongoing legal battle between major U.S. grocers Kroger and Albertsons as an example of the potential pitfalls of a large-scale merger facing antitrust scrutiny. The company noted that the Kroger-Albertsons deal, which is of comparable size and industry profile, has encountered significant regulatory pushback, suggesting that its own transaction with Couche-Tard could face similar obstacles.

According to The Wall Street Journal, Seven & i revealed that even before a formal agreement was reached, U.S. regulators had already signaled their intent to investigate the proposed acquisition, highlighting the early concerns surrounding the deal. The company stated that while it recognizes the possibility of store divestitures to address competition concerns, Couche-Tard has not taken full responsibility for navigating the regulatory hurdles, leaving Seven & i shareholders exposed to substantial risks should the deal fall apart.

Seven & i criticized Couche-Tard’s stance, stating, “Resolving antitrust matters is not nearly as simple as selling a few stores — the divestiture package required for this transaction to even have a chance would be unprecedented in size, complexity, and scale.”

In an effort to mitigate regulatory risks, both companies have recently tasked their financial advisers with identifying potential buyers for certain stores before finalizing any takeover agreement.

Source: The Wall Street Journal