Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>Yesterday a news article from Bloomberg suggested 7&amp;i was "considering" an MBO. <a href="https://www.smartkarma.com/entities/seven-i-holdings-co-ltd" target="_blank" data-smartkarma-citation="entities:1041:1" rel="noopener">Seven &amp; I Holdings (3382 JP)</a> later confirmed they had received a non-binding proposal from ITO Junro/family.</li>
<li>The initial number was ¥9trln. If market cap? High. If EV, too low. That would have implied a price just over the first "grossly inadequate" ACT price.</li>
<li>There is a lot we don't know. This changes the landscape. It probably shifts the range trade, but it will shift more when we get more clarity on ITO-san's price.</li>
</ul>


Yesterday a news article from Bloomberg suggested 7&amp;i was "considering" an MBO. Seven &amp; I Holdings (3382 JP) later confirmed they had received a non-binding proposal from ITO Junro/family.
The initial number was ¥9trln. If market cap? High. If EV, too low. That would have implied a price just over the first "grossly inadequate" ACT price.
There is a lot we don't know. This changes the landscape. It probably shifts the range trade, but it will shift more when we get more clarity on ITO-san's price.


7&I (3382 JP) - An ITO Family MBO? With Itochu? At ¥9trln? Maybe. Information Is Scarce

<ul>
<li>Today, part-way through the day, the Nikkei ran an article saying that <a href="https://www.smartkarma.com/entities/alimentation-couche-tard-inc" target="_blank" data-smartkarma-citation="entities:25103:1" rel="noopener">Alimentation Couche-Tard (ATD CN)</a> had made a confidential non-binding proposal to buy <a href="https://www.smartkarma.com/entities/seven-i-holdings-co-ltd" target="_blank" data-smartkarma-citation="entities:1041:1" rel="noopener">Seven &amp; I Holdings (3382 JP)</a>. </li>
<li>7&amp;i shares obviously went up (limit up in a hurry, staying there, large size traded limit up at close). </li>
<li>Now things get complicated. 7&amp;i has said they received a non-binding proposal for all the shares. There will be a Special Committee of all Independent Directors. All stakeholders will matter. </li>
</ul>


Today, part-way through the day, the Nikkei ran an article saying that Alimentation Couche-Tard (ATD CN) had made a confidential non-binding proposal to buy Seven &amp; I Holdings (3382 JP). 
7&amp;i shares obviously went up (limit up in a hurry, staying there, large size traded limit up at close). 
Now things get complicated. 7&amp;i has said they received a non-binding proposal for all the shares. There will be a Special Committee of all Independent Directors. All stakeholders will matter. 


MEGA M&A! 7&I (3382 JP) Gets Non-Binding Bid from Alimentation Couche-Tard (ATD CN)

Expert on Japan Retail and Consumer Markets, JapanConsuming

Michael Causton

Expert on Japan Retail and Consumer Markets

Real Insight on Japanese Consumer Markets

JapanConsuming

JapanConsuming is a specialist research firm producing intelligence on Japanese retail and consumer markets. Founded in 2000, JapanConsuming has become the leading provider of insights on Japanese retailers and consumer trends to retailers, brands, government agencies and investors. As well as a highly regarded monthly report on the market, JapanConsuming produces in-depth reports on retail sectors, seminars on key trends and telephone consulting to investors on trends and retailers.

JapanConsuming was founded by Michael Causton and Roy Larke. 

Equity Bottom-Up

<ul>
<li>A year after Couche-Tard withdrew its bid, Seven &amp; I is still searching for new growth, leading to some speculation of closer ties with Familymart. </li>
<li>Over the summer, it pulled out of an attempt to expand in Europe, and watched franchisee profits fall for a second year.</li>
<li>Having sold 6.6% of itself to SoftBank, PayPay and Sumitomo Mitsui Card, it is now hoping to buy a retail media future. It won't be enough.</li>
</ul>


A year after Couche-Tard withdrew its bid, Seven &amp; I is still searching for new growth, leading to some speculation of closer ties with Familymart. 
Over the summer, it pulled out of an attempt to expand in Europe, and watched franchisee profits fall for a second year.
Having sold 6.6% of itself to SoftBank, PayPay and Sumitomo Mitsui Card, it is now hoping to buy a retail media future. It won't be enough.


European Event-Driven Analyst

Jesus Rodriguez Aguilar

<ul>
<li>Couche-Tard's PLN32.00 cash offer values Żabka at approximately 10x NTM EBITDA, reflecting full standalone value rather than a discounted acquisition.</li>
<li>Consensus forecasts show ROCE exceeding 23% and ROIC 18% by FY28, supporting premium valuation multiples and Couche-Tard's willingness to pay full value.</li>
<li>Irrevocable undertakings covering 57% of the share capital, manageable regulatory approvals and an implied market completion probability of 92.7% suggest the remaining spread modestly overstates execution risk.</li>
</ul>


Couche-Tard's PLN32.00 cash offer values Żabka at approximately 10x NTM EBITDA, reflecting full standalone value rather than a discounted acquisition.
Consensus forecasts show ROCE exceeding 23% and ROIC 18% by FY28, supporting premium valuation multiples and Couche-Tard's willingness to pay full value.
Irrevocable undertakings covering 57% of the share capital, manageable regulatory approvals and an implied market completion probability of 92.7% suggest the remaining spread modestly overstates execution risk.


Couche-Tard/Żabka: Full Value, Limited Premium

<ul>
<li>On Friday after the close, <a href="https://www.smartkarma.com/entities/seven-i-holdings-co-ltd" target="_blank" data-smartkarma-citation="entities:1041:1" rel="noopener">Seven &amp; I Holdings (3382 JP)</a> announced a ToSTNeT-3 buyback scheduled for Monday morning for ¥400bn, worth 8+% of shares outstanding. </li>
<li>That's big. But the seller is likely to be SMBC Nikko. And they will then spend much of the next year buying back ¥400bn of shares on-market. </li>
<li>Separately, 7&amp;i announced an alliance with Softbank Corp, PayPay, and Sumitomo Mitsui Card. They will buy ¥100bn each. Net, this means a 2% buyback IF successful. More if not.</li>
</ul>


On Friday after the close, Seven &amp; I Holdings (3382 JP) announced a ToSTNeT-3 buyback scheduled for Monday morning for ¥400bn, worth 8+% of shares outstanding. 
That's big. But the seller is likely to be SMBC Nikko. And they will then spend much of the next year buying back ¥400bn of shares on-market. 
Separately, 7&amp;i announced an alliance with Softbank Corp, PayPay, and Sumitomo Mitsui Card. They will buy ¥100bn each. Net, this means a 2% buyback IF successful. More if not.


[Japan Buyback, But Not] 7&I (3382) To Buy Back ¥400bn from Market, Sell ¥300bn to Crossholders

Canada

Alimentation Couche-Tard Inc. owns and operates convenience store. The Company offers a wide range of merchandise, including coffee, snacks, beverages, grocery products, beer and wine, and lottery tickets, as well as fuel and other services. Alimentation Couche-Tard serves customers globally.

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Alimentation Couche-Tard (ATD/B CN)

7&I (3382 JP) - An ITO Family MBO? With Itochu? At ¥9trln? Maybe. Information Is Scarce

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Seven & I: Where Is the Growth?

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Couche-Tard/Żabka: Full Value, Limited Premium

Couche-Tard is paying full standalone value for Żabka, not full strategic value. High returns on capital justify the valuation, while retained...

Jesus Rodriguez Aguilar

[Japan Buyback, But Not] 7&I (3382) To Buy Back ¥400bn from Market, Sell ¥300bn to Crossholders

7&i has announced a ¥400bn buyback offset by a ¥300bn sale of shares to new crossholders. Not a great look. The buyback looks like 25+% of Max Real...

Travis Lundy

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