ALIMENTATION COUCHE-TARD ANNOUNCES WITHDRAWAL OF PROPOSAL TO ACQUIRE SEVEN & I HOLDINGS DUE TO LACK OF ENGAGEMENT

Core Viewpoint - Alimentation Couche-Tard has withdrawn its acquisition proposal for Seven & i Holdings due to a lack of constructive engagement from Seven & i's leadership [1][4][18] Proposal Details - Couche-Tard initially proposed ¥2,600 per ordinary share, representing a 47.6% premium to Seven & i's unaffected stock price [2] - The proposal was fully financed with a clear path to regulatory approvals, but Seven & i's management did not engage in meaningful discussions [2][11] Due Diligence Challenges - Couche-Tard faced significant limitations in due diligence, receiving only 14 files related to the U.S. business over 10 weeks, with no answers to critical questions [6][5] - The information provided by Seven & i was largely confirmatory and did not facilitate a constructive dialogue [4][5] Management Engagement - There were only two management meetings, which were tightly scripted and did not yield new information [9][10] - Key executives from Seven & i were often absent or unengaged during these meetings, limiting the effectiveness of discussions [9][10] Regulatory Considerations - Couche-Tard acknowledged the need for regulatory approvals and proposed a term sheet that included a reverse termination fee valued at approximately $1.2 billion, increasing to over $1.4 billion if additional divestitures were required [11] - The company expressed confidence in navigating the U.S. regulatory process despite Seven & i's concerns [11] Alternative Transaction Structures - Couche-Tard explored alternative structures to maximize value for Seven & i shareholders, including a proposal to acquire 100% of the business outside Japan and 40% of the Japan business [14] - This alternative structure aimed to provide ongoing participation for existing Seven & i shareholders in the combined international business [14] Conclusion - Couche-Tard remains committed to its growth and believes that a combination with Seven & i could enhance its business trajectory, but it cannot proceed without genuine engagement from Seven & i's leadership [18]