(Bloomberg) -- Japan’s top financial firms are working hard to earn fees in what could be the biggest-ever buyout deal.
Itochu Corp. has tapped Daiwa Securities Group Inc. and the founding Ito family has hired SMBC Nikko Securities Inc. as financial advisers for their ¥9 trillion ($58.4 billion) proposal to take Seven & i Holdings Co. private, people with knowledge of the matter said.
The Japanese operator of 7-Eleven convenience stores is being advised by Mitsubishi UFJ Morgan Stanley Securities Co., while the special committee of the board examining the offer alongside a rival proposal by Alimentation Couche-Tard Inc. has hired Nomura Holdings Inc., said the people, asking not to be identified because the information isn’t public.
The multitude of financial advisers reflects the complexity of any potential buyout, as well as the lucrative fees if consummated, given that any deal would be an unprecedented takeover. Detailed discussions between Itochu, the Itos and Japan’s top banks — Sumitomo Mitsui Financial Group Inc., Mitsubishi UFJ Financial Group Inc. and Mizuho Financial Group Inc. — are also underway to secure financing, the people said.
Under the management buyout being discussed, the founding family and existing investors would contribute ¥3 trillion in cash and equity; they have been approaching existing shareholders and other investors to gauge their interest in contributing equity or cash toward a deal, the people said. The goal is to defray the amount of financing put up by the banks, given the scope of debt that would be incurred, they added.
Representatives for Daiwa, Mitsubishi UFJ Morgan Stanley, Nomura and SMBC Nikko declined to comment. Seven & i, the committee and Itochu declined to comment. Attempts to contact the Ito family office didn’t elicit a response.
The board’s special committee is currently weighing the competing proposals. News of the management buyout emerged earlier this month, while Seven & i had not responded to Couche-Tard’s earlier proposal to buy the company for ¥7.3 trillion. Couche-Tard’s management visited Japan in October seeking a meeting, but were unsuccessful. Goldman Sachs Group Inc. is advising Couche-Tard.
The heirs of Masatoshi Ito, who expanded a small family-owned store into one of Japan’s largest retailers and turned 7-Eleven into a global enterprise, together own around 9% of Seven & i, according to data compiled by Bloomberg. His son Junro Ito, a vice president and board member, holds part of that stake and will recuse himself from any board deliberations involving the proposals from his family and Couche-Tard.
The participation of Itochu — Seven & i’s competitor in the domestic convenience-store business — also reflects a coordinated response by corporate Japan to prevent foreign control of one of its most famous companies. Even so, the consortium hasn’t shared any specifics on how it plans to manage and grow the business.
Although Seven & i has laid out restructuring plans that will effectively split the company, the management buyout would initially seek to acquire the entire business, a person with knowledge of the matter has said. If a deal is reached, the new owners would eventually implement the plan to separate the business focused on 7-Eleven, convenience stores and gasoline stations from the other, which is made up of less profitable retail operations, according to the person.
Stephen Dacus — who leads the board committee — said the group is examining the proposals from the Ito family and Couche-Tard, as well as the company’s own measures to maximize its standalone value.
“We are objectively considering all options for realizing potential shareholder value,” Dacus said in a statement on Oct. 13. The committee will continue to engage in dialogue with all relevant parties and seek to deliver on the “interests of the company’s shareholders and other stakeholders,” he added.
--With assistance from Takashi Nakamichi.
(Updates with Nomura, SMBC Nikko comments in sixth paragraph.)
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