Finance

7-Eleven’s parent company rejects takeover proposal, says offer ‘grossly undervalues’ company

Published

3 months ago

September 6, 2024

Customers exit a 7-Eleven convenience store, operated by Seven & i Holdings Co., in Kobe, Japan, on Friday, Aug. 30, 2024. Alimentation Couche-Tard Inc. had made a preliminary non-binding proposal to buy Seven & i, which operates more than 85,000 stores across the globe, and the deal would be the biggest-ever foreign takeover of a Japanese company. Photographer: Soichiro Koriyama/Bloomberg via Getty Images

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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.

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.”

Shareholder speaks out

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 organization.”

How 7-Eleven became the biggest convenience store in the world

Artisan Partners is a U.S. fund that holds a stake of just over 1% in Seven & i. In August, the firm had reportedly urged Seven & i Holdings to “seriously consider” the buyout offer and solicit offers for the company’s Japanese subsidiaries “as quickly as possible.”

Herrick explained Artisan asked Seven & i to consider the offer because the fund feels that capital allocation overseas has been overlooked.

He said Seven & i’s Japanese convenience store business does not need much change, but said there’s a “huge opportunity” in international licensees operating outside the United States.

“You have more than 50,000 stores, or about 50,000 stores that are generating about $100 million or just over $100 million of operating profit for for the company. So I think there’s a big mismatch there,” he said.

Herrick also thinks that Seven & i has been slow to adopt changes due to insufficient oversight and accounting.

“We really need the company to enact its plan at a faster pace here. So [Seven and i President Ryuichi] Isaka came out with his 100 day plan in 2016 to reform [general merchandise store] Ito-Yokado. And we’re approaching day 3,000 here. So I don’t think that speed has been a big part of this culture, and that needs to change,” he pointed out.

On Monday, Richard Kaye, portfolio manager at independent asset management group Comgest, disagreed in an interview on CNBC’s “Squawk Box Asia,” saying: “I don’t think there’s a case for a radical reform to be to be done by a foreign acquirer.”

The company is doing a “phenomenal job” in terms of logistics and product innovation and “I think it’s very hard to assume that that could be done an awful lot better,” he added.

Finance

U.S. ‘industrial renaissance’ is driving a rebound in fundraising

Published

6 hours ago

November 20, 2024

Business Finance News

Jonathan Gray, president and chief operating officer of Blackstone Inc., from left, Ron O’Hanley, chief executive officer of State Street Corp., Ted Pick, chief executive officer of Morgan Stanley, Marc Rowan, chief executive officer of Apollo Global Management LLC, and David Solomon, chief executive officer of Goldman Sachs Group Inc., during the Global Financial Leaders’ Investment Summit in Hong Kong, China, on Tuesday, Nov. 19, 2024.

Bloomberg | Bloomberg | Getty Images

An “industrial renaissance” in the U.S. is fueling demand for capital, Marc Rowan, CEO of Apollo Global Management said at the Global Financial Leaders’ Investment Summit in Hong Kong.

“There is so much demand for capital, [including through debt and equity] … What’s going on is nothing short of extraordinary,” Rowan said on Tuesday during a panel discussion.

This demand has been supported by massive government spending, particularly on infrastructure, the semiconductor industry and projects under the Inflation Reduction Act, said the asset manager, who is reportedly in the running for Treasury Secretary position under President-elect Donald Trump.

“What we’re watching is this incredible demand for capital happening against a backdrop of a U.S. government that is running significant deficits. And so the capital raising business, I think that’s going to be a good business,” he said.

Industrial policies, including the CHIPS and Science Act and the 2021 infrastructure legislation, warrant billions in spending.

Rowan added that the U.S. has been the largest recipient of foreign direct investment over the past three years and is expected to stay at the top spot this year as well.

Rowan and other panelists also identified energy and data centers — needed for artificial intelligence and digitization — as growth sectors requiring more capital.

Blackstone President and COO Jonathan Gray told the panel that data centers were the biggest theme across his entire firm, with the company employing billions on their development.

“We’re doing it in equity, we’re doing it financing … this is a space we like a lot, and we will continue to be all in as it relates to digital infrastructure.”

Fundraising and M&A recovery

Other panelists at the summit organized by the Hong Kong Monetary Authority said that capital raising was well-positioned to recover from a recent slowdown.

According to David Solomon, Chairman and CEO of Goldman Sachs, capital raising activity had reached peak levels in 2020 and 2021 amid massive Covid-era stimulus but later became muted amid the war in Ukraine, inflation pressures and tighter regulation from the Federal Trade Commission.

There has been a recent pick up in activity as conditions have normalized, along with expectations of friendlier regulation on dealmaking from the FTC under the incoming Donald Trump administration, Solomon said.

While there remains an inflationary backdrop and other risks in the current environment, Ted Pick, CEO of Morgan Stanley said that the consumer and corporate community are “by in large, in good shape” as the economy continues to grow.

“This environment has been one where, if you are in the business of allocating capital, it’s been great,” he said, adding that the group was now gearing up to get into “raising capital mode.”

“That is [the] hallmark of a growing and thriving economy, which is where the classic underwriting and mergers and acquisitions businesses take hold,” he said.

Solomon predicted that these trends would see “more robust” capital raising and M&A activity in 2025.

Finance

Visa & Mastercard execs grilled by senators on high swipe fees

Published

13 hours ago

November 19, 2024

Business Finance News

The Senate Judiciary Committee convened on Tuesday for a hearing on the alleged Visa–Mastercard “duopoly,” which committee members from both sides of the aisle say has left retailers and other small businesses with no ability to negotiate interchange fees on credit card transactions.

“This is an odd grouping. The most conservative and the most liberal members happen to agree that we have to do something about this situation,” committee chair and Democratic Illinois Sen. Dick Durbin said.

Interchange fees, also known as swipe fees, are paid from a merchant’s bank account to the cardholder’s bank, whenever a customer uses a credit card in a retail purchase. Visa and Mastercard have a combined market cap of more than $1 trillion, and control 80% of the market.

“In 2023 alone, Visa and Mastercard charged merchants more than $100 billion in credit card fees, mostly in the form of interchange fees,” Durbin told the committee.

Durbin, along with Republican Kansas Sen. Roger Marshall, have co-sponsored the bipartisan Credit Card Competition Act, which takes aim at Visa and Mastercard’s market dominance by requiring banks with more than $100 billion in assets to offer at least one other payment network on their cards, besides Visa and Mastercard.

“This way, small businesses would finally have a real choice: they can route credit card transactions on the Visa or Mastercard network and continue to pay interchange fees that often rank as their second or biggest expense, or they could select a lower cost alternative,” Durbin told the committee.

Visa and Mastercard, however, stand by their swipe fees.

“We consider them incentives, some people might consider them penalties. But if you can adopt new technology that reduces the risk and takes fraud out of the system and improves streamlined processing, then you would qualify for lower interchange rates,” said Bill Sheedy, senior advisor to Visa CEO Ryan McInerney. “It’s very expensive to issue a product and to provide payment guarantee and online customer service, zero liability. All of those things, and many more, senator, get factored into interchange [fees].”

The executives also warned against the Credit Card Competition Act, with Sheedy claiming that it “would remove consumer control over their own payment decisions, reduce competition, impose technology sharing mandates and pick winners and losers by favoring certain competitors over others.”

“Why do we know this? Because we’ve seen it before,” Mastercard President of Americas Linda Kirkpatrick said, in reference to the Durbin amendment to the 2010 Dodd-Frank Act, which required the Fed to limit fees on retailers for transactions using debit cards. “Since debit regulation took hold, debit rewards were eliminated, fees went up, access to capital diminished, and competition was stifled.”

But the current high credit card swipe fees for retailers translate to higher prices for consumers, the National Retail Federation told the committee in a letter ahead of the hearing. The Credit Card Competition Act, the retail industry’s largest trade association wrote, will deliver “fairness and transparency to the payment system and relief to American business and consumers.”

“When we think of consumer spending, credit card swipe fees are not the first thing that comes to mind, yet those fees are a surprisingly large part of consumer spending,” Notre Dame University law professor Roger Alford said. “Last year, the average American spent $1,100 in swipe fees, more than they spent on pets, coffee or alcohol.”

Visa and Mastercard agreed to a $30 billion settlement in March meant to reduce their swipe fees by four basis points for three years, but a federal judge rejected the settlement in June, saying they could afford to pay more.

Visa is also battling a Justice Department lawsuit filed in September. The payment network is accused of maintaining an illegal monopoly over debit card payment networks, which has affected “the price of nearly everything,” according to Attorney General Merrick Garland.