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A shareholder in Seven & i Holdings Co. is urging the company to engage more thoroughly with Alimentation Couche-Tard Inc. regarding its $47.5 billion buyout proposal. The operator of 7-Eleven responded by stating it is already in talks and rejected claims by Artisan Partners Asset Management Inc. about conflicts of interest within the board. 

Couche-Tard, the Canadian convenience store and gas station operator behind Circle K, offered to purchase Seven & i for $18.19 per share last year but has yet to enter negotiations with the Japanese company.

Seven & i has been resisting the buyout offer while implementing a major overhaul to enhance shareholder value. Recently, it announced significant changes, including the appointment of board director Stephen Dacus as CEO, the sale of its superstore business for $5.4 billion, a ¥2 trillion ($13.5 billion) share buyback, and a plan to list its US business.

Artisan Partners, which owns roughly 1% stakes in both Seven & i and Couche-Tard, has raised concerns in a letter to Seven & i’s board, questioning the lack of transparency and potential conflicts of interest. The investment firm criticized Dacus’s role as chairman of the special committee overseeing the Couche-Tard bid while he was also being considered for the CEO position. Artisan argued that, under basic corporate governance standards, Dacus should have stepped down from those committees.

In response, Seven & i stated that Dacus was selected through a formal search process and had recused himself from the nomination committee when it became clear he was a candidate for the CEO role in December to avoid any conflicts.

Artisan Partners, which has long pushed for negotiations between the two companies, has signaled it may vote against Dacus and other board members at the next AGM, depending on the company’s responses. 

In separate statements, Seven & i and Couche-Tard confirmed they were working together to address potential antitrust issues by divesting US stores if the takeover goes ahead. Seven & i has proposed steps to resolve regulatory concerns, including finding a buyer for Couche-Tard's US Circle K stores. Both companies are working with financial advisers to contact potential buyers.

Despite these efforts, Seven & i’s stock is still trading more than 20% below Couche-Tard’s offer, leading Artisan to again urge the board to engage seriously with Couche-Tard, a company they believe has a proven track record of success. 

However, according to Bloomberg News, Couche-Tard has not yet signed a non-disclosure agreement to access Seven & i's detailed financials, which is a typical step in formal negotiations.

Couche-Tard executives, including founder Alain Bouchard, will be in Tokyo this week to push for further discussions, with plans to hold a press conference on March 13 to present their case for the acquisition.

Paraphrasing text from "Bloomberg"all rights reserved by the original author