7-Eleven’s parent company rejects $38.6 billion takeover bid, says offer

Seven & i Holdings has rejected the takeover offer from Canadian convenience store operator Alimentation Couche-Tard, saying the offer “is not in the best interest” of its shareholders and stakeholders.

In a filing with the Tokyo Stock Exchange, the owner of 7-Eleven revealed that Couche-Tard had offered to acquire all outstanding shares of Seven & i for $14.86 per share. According to LSEG data, the offer price will value Seven & i at $38.55 billion.

Stephen Dacus, chairman of the special committee that Seven & i had formed to evaluate Couche-Tard’s proposal, called the proposal “opportunistically timed and grossly undervalues our standalone path and the additional actionable avenues we see to realize and unlock shareholder value in the near- to medium-term.”

In April, Seven & i announced a restructuring plan for the company, aimed at growing 7-Eleven’s presence globally as well as divesting its underperforming supermarket business.

Dacus wrote that even if Couche-Tard increases its offer “very significantly,” the proposal does not consider the “multiple and significant challenges” the takeover would face from U.S. anticompetition agencies.

“Beyond your simple assertion that you do not believe that a combination would unfairly impact the competitive landscape and that you would ‘consider’ potential divestitures, you have provided no indication at all of your views as to the level of divestitures that would be required or how they would be effected,” he wrote in a letter that appeared to be addressed to ACT Chair Alain Bouchard that was published in the Tokyo Stock Exchange filing.

He also pointed out that the Couche-Tard proposal did not indicate any timeline for clearing regulatory hurdles or whether the company was “prepared to take all necessary action to obtain regulatory clearance, including by litigating with the government.”

Dacus said Seven & i is open to sincerely considering proposals that are in the best interests of the company’s stakeholders and shareholders, but warned it will also resist one that “deprives our shareholders of the company’s intrinsic value or that fails to specifically address very real regulatory concerns.”

Speaking to CNBC’s “Squawk Box Asia” shortly before the response was filed on Friday, Ben Herrick, associate portfolio manager at Artisan Partners, said the Couche-Tard offer “highlights the fact that this management team and the board have not done all of the things in their power to increase the corporate value of this…