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Since our initial proposal on July 25, 2024, we have acknowledged that regulatory approvals would be needed across several jurisdictions. We acknowledge that the path to regulatory approval in the U.S. has been a consistent focus area as you have evaluated our Proposal – this is also an area of the transaction that we have approached thoughtfully and diligently since our initial proposal.
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We continue to believe that there is a clear path to regulatory approval in the U.S. The U.S. convenience store market is highly fragmented, with over 150,000 stores nationally. Both Couche-Tard's and Seven & i 's stores operate in the U.S. in competition with a wide array of brick and mortar and online food and merchandise providers. Additionally, Seven & i and Couche-Tard largely operate in complementary markets across the U.S.
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The joint work undertaken with respect to outlining the base divestiture portfolio we undertook with Seven & i and its external counsel since October 2024 has confirmed this view – we believe there is a path to divesting a viable and strong competitor in the U.S. convenience space that would satisfy anti-trust requirements, and look forward to further engaging with the FTC and other agencies at the appropriate time.  

We would note that in several communications, Seven & i and various of its representatives have drawn parallels between the potential divestiture remedy in this transaction and the Kroger / Albertson’s merger. This comparison is misleading. In examining the opinion of the District Court and the statements made by the FTC with respect to the matter, there are clear distinctions that should be drawn between the two scenarios that we believe make the respective potential remedies fundamentally different, and speak to the viability of the potential remedy in this transaction:

  1. The convenience store industry in the U.S. is highly fragmented and competitive. The combination of Couche-Tard and Seven & i results in a business with less than 13% market share1
  2. The sites included in the perimeter were selected based on a clear formula with no reference to site performance or quality, and the scope is intended to be inclusive of all geographies where there are potential concerns of reduced competition. We look forward to working collaboratively with the FTC to review this methodology and scope
  1. The divestiture will form one of the largest convenience store operators in the U.S. with a scaled and cohesive footprint, and exposure to attractive markets
  2. Couche-Tard will commit to appropriately standing up the business to ensure it is a strong and viable competitor. Importantly, this will include putting in place highly experienced management and operational teams, appropriate IT systems and infrastructure, and relevant distribution and sourcing capabilities. Entanglements with Couche-Tard will be minimal post close, and any entanglements will be short dated
  3. We, with your collaboration and cooperation, have jointly undertaken outreach to parties to seek credible buyers prior to announcing a broader transaction

We understand U.S. regulatory approval has been a ‘threshold’ issue for the Special Committee in its assessment of our Proposal. To that end, on December 27, 2024, we provided a term sheet with firm and specific proposals to Seven & i with respect to the number of stores to be divested and a compelling reverse termination fee – these proposals shift a significant portion of the risk of anti-trust approvals from Seven & i shareholders to Couche-Tard.
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We also note the concerns expressed by Mr. Dacus that Seven & i would be unable to execute on its growth strategy while the proposed transaction was pending. We disagree. Between announcement and completion of a transaction, no one would have a stronger interest in the success of Seven & i than us, and we welcome the opportunity to work with Seven & i management to ensure Seven & i has the flexibility, resources and incentives to execute as effectively as possible.

Firm Commitment to Number of Divested Stores

In the term sheet provided to Seven & i on December 27, 2024, we included a commitment to divest up to at least 2,250 stores in the U.S. in order to obtain approvals to close a transaction. As you’ll note, this is materially above the 2,000 stores Seven & i noted would likely need to be divested in its letter to shareholders on March 10, 2025. Couche-Tard also offered to commit to litigate any outcomes of regulatory reviews should that become necessary.

Reverse Termination Fee

The term sheet also put forth a compelling reverse termination fee intended to both provide incentive for Couche-Tard to make extraordinary efforts to obtain regulatory approvals, and to also compensate Seven & i shareholders in what we believe is the unlikely event approvals are not achieved.
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Couche-Tard proposed a reverse termination fee of 2.5% of the equity value of the transaction, that would increase to 3.0%, resulting in a payment in excess of US$1 billion, in the event that the FTC indicated that additional stores would need to be divested and Couche-Tard was unwilling to do so. This is a strong incentive for us to ensure we do what is necessary, including potentially divesting stores in excess of the commitment noted above, to obtain regulatory approvals.

Firm Commitment to Number of Divested Stores

In the term sheet provided to 7&i on December 27, 2024, we included a commitment to divest up to at least 2,250 stores in the U.S. in order to obtain approvals to close a transaction. Couche-Tard also offered to commit to litigate any outcomes of regulatory reviews should that become necessary.

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