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Seven & i Holdings Rebuffs Alimentation Couche-Tard Inc.

The chair of Seven & i Holdings, Stephen Dacus, says the board is rejecting the offer from Alimentation Couche-Tard Inc. to buy the company for a reported $39 billion. Dacus released this letter:

Regarding the matter announced in the “Seven & i Holdings Comments on News Reports Regarding Acquisition Proposal” dated August 19, 2024, where we received a confidential, non-binding acquisition proposal from ACT, the Board of Directors of Seven & i Holdings Co., Ltd. has today sent the following letter to ACT (Alimentation Couche-Tard Inc.) responding to the proposal.

Dear Alain:

I am writing on behalf of the board of directors of Seven & i Holdings Co., Ltd (“7&i”) to follow up on our phone conversation earlier today and to officially respond to your confidential, non-binding and preliminary proposal to acquire all outstanding shares of 7&i for US$14.86 per share in cash.

As I shared with you in my message of August 15 acknowledging your proposal, the 7&i Board promptly formed a Special Committee comprised solely of independent outside directors to review your proposal. I have served as chair of the Special Committee. The Special Committee, assisted by our financial and legal advisors, conducted a careful and comprehensive review of your proposal over the course of multiple meetings.

I want to emphasize that the 7&i Board is single-mindedly focused on delivering value for 7&i shareholders and other stakeholders. We are open to sincerely consider any proposal that is in the best interests of 7&i shareholders and other stakeholders; however, we will resist any proposal that deprives our shareholders of the company’s intrinsic value or that fails to specifically address very real regulatory concerns.

After a thorough review and discussion of your proposal, the 7&i Board has unanimously concluded, based on the unanimous recommendation of the Special Committee, that the proposal is not in the best interest of 7&i shareholders and other stakeholders. We are open to engaging in sincere discussions should you put forth a proposal that fully recognizes our standalone intrinsic value and addresses our concerns regarding certainty of closing in the current regulatory environment. However, we do not believe, for several critical reasons, that the proposal you have put forward provides a basis for us to engage in substantive discussions regarding a potential transaction.

First, the Special Committee believes that your proposal is 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. The 7&i business is a unique asset and strategically positioned within the global convenience store sector. The Board is confident that it can realize and unlock shareholder value through a number of strategic actions, including but not limited to our U.S. business, that we are actively pursuing.

Second, the 7&i Board believes that even if you were able to improve the value element of your proposal very significantly, your proposal does not adequately acknowledge the multiple and significant challenges such a transaction would face from U.S. competition law enforcement agencies in the current regulatory environment and provides no certainty to closing. 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. Your proposal also does not indicate, for example, the timeline you believe would be required to clear regulatory hurdles, or whether you would be prepared to take all necessary action to obtain regulatory clearance, including by litigating with the government.

Third, while you acknowledge the crucial role that 7&i plays in everyday life in Japan across food retail, banking and other services, this is clearly an area that would require further discussion should we reach that point.

As we discussed, although we would have preferred to keep both your proposal and our response private and confidential, given that the fact of your proposal is already in the public domain, in the interest of transparency with our shareholders and other stakeholders, we are making this letter public.

Thank you for your interest in 7&i. As I mentioned when we talked, I’m available to answer questions you may have.

Sincerely,

/s/ Stephen Dacus

Stephen Dacus
Chair, Special Committee
Chairman of the Board

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US Foods Expands Feeding America Partnership

US Foods Holding Corp., one of America’s largest foodservice distributors, has an expanded national partnership with Feeding America, the largest hunger-relief organization in the United States. As part of US Foods’ recently enhanced “Helping Communities Make It” hunger-relief programming, the company will grant Feeding America $750,000 to expand the organization’s highly innovative Direct to Neighbor locker project into seven additional communities by the end of 2024.

This is US Foods’ largest single monetary donation to date and builds on the company’s long-standing hunger-relief commitment to harness the power of food to empower communities with nourishment and opportunity.

The Feeding America Direct to Neighbor locker project is one of the most innovative food access projects in the country, providing more convenient and dignified hunger-relief support for community members experiencing food insecurity. Implemented through existing food bank affiliates, the program leverages an online order-ahead platform where community members can place customized grocery orders.

These custom requests are prepared by the local partner food bank or agency partner and made available for pick-up in individual refrigerated, frozen or non-temperature-controlled lockers that can be placed in convenient locations such as local grocery stores and other highly frequented community locations. The order and pickup process affords community members greater choice and convenience, like that offered by traditional online grocery shopping applications and is intended to help remove emotional hurdles that may hinder someone in need from taking part in a traditional hunger-relief food bank experience.

“With more than 44 million Americans, including 13 million children, facing food insecurity in the United States, we are honored to support Feeding America in their journey to bring innovative solutions for combating food insecurity to communities across the country,” said Dave Flitman, US Foods CEO. “This new commitment builds on the more than $12 million in product donations that US Foods provided to Feeding America food banks in 2023. Hunger Action Month is a time to recognize the hunger crisis in America and take action, and we are proud to leverage the opportunity to expand this important partnership.”

“Everyone deserves dignified access to nutritious food to thrive. In collaboration with local partner food banks and alongside people facing hunger, we prioritize dignity so we can transform the charitable food system together,” said Casey Marsh, Feeding America chief development officer. “The Direct to Neighbor lockers are an example of our work to design a more equitable and convenient neighbor experience that not only expands their choice of foods but also removes some of the emotional hurdles to accessing food.

“As a fellow Chicago-based company, US Foods has demonstrated a strong commitment to our cause, and we are thrilled to be expanding this exciting project with their generous donation.”

Joined by Chicago-based celebrity chef Stephanie Izard and dozens of US Foods associates, the company and Feeding America launched their enhanced partnership at the Food Bank of Northwest Indiana, formally announcing the seven Feeding America food banks receiving new Direct to Neighbor locker project grants. Grant recipients are:

  • Feeding America Eastern Wisconsin, Fox Valley Technical College (Wis.)
  • Feeding Tampa Bay, Sulfur Springs Resource Center (Fla.)
  • Food Bank of Eastern Oklahoma, Helping Hands Food Pantry (Okla.)
  • Lowcountry Food Bank, North Strand Helping Hand food pantry (S.C.)
  • Northern Illinois Food Bank, Northwest Center and Neighborhood Market (Ill.)
  • Second Harvest Food Bank of Clark, Champaign, and Logan Counties, food bank locations (Ohio)
  • Treasure Coast Food Bank, Whole Child Connection, benefits enrollment and social service referral community hub (Fla.)Feeding America Eastern Wisconsin

“It’s an honor to help put a spotlight on the impactful hunger-relief efforts Feeding America and US Foods are supporting,” said Stephanie Izard, celebrity chef and TV personality. “Hunger relief is a cause that is near and dear to my heart as I have seen first-hand how important it is to have the right community programs in place to help those who are facing food insecurity. I’m thankful for the opportunity to help build awareness around this innovative work spearheaded by two Chicago-based organizations.”

For more information about the company’s other strategic initiatives and its commitment to Helping Communities Make It, visit www.usfoods.com/community.

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For Good (Eating): Betty Crocker Launches ‘Wicked’ Mix

To celebrate Universal Pictures’ spectacular film adaptation of “Wicked,” the beloved stage musical that has thrilled and delighted audiences for two decades, Betty Crocker is unleashing two new “Wicked”-inspired treats that are sure to be popular among baking and theater fans — Betty Crocker’s first-ever “mix-to-reveal” kits for Cookie Dough Pops and Cupcakes!

“Wicked,” in theaters Nov. 22, is the untold story of the witches of Oz: Elphaba, a young woman, misunderstood because of her unusual green skin, who has yet to discover her true power, and Glinda, a popular young woman, gilded by privilege and ambition, who has yet to discover her true heart.

Fans will get to experience the magic of “Wicked” with this bewitching duo of Betty Crocker mixes. Are you an Elphaba, or a Glinda? Since pink goes good with green, the vanilla-flavored mixes change colors as the ingredients are stirred, revealing if bakers will be conjuring up a positively green treat like Elphaba, or a perfectly pink one like Glinda.

“For more than 100 years, fans have trusted Betty Crocker to bring joy into the world through homemade love, and baking with Betty Crocker is the perfect way for families to build up excitement for the new ‘Wicked’ film,” said Jenny Jonker, Betty Crocker brand experience manager. “The opportunities for baking are truly ‘unlimited’ with Betty Crocker’s very first color-revealing innovation and new magical baking mashups. We can’t wait to see everyone’s enchanting and delicious creations.”

In addition to this spellbinding duo of Cookie Dough Pops and Cupcakes, fans can make additional, magical concoctions with six classic Betty Crocker products now featuring Wickedly Better Together recipe combinations. Each Betty Crocker brownie, cake, and cookie mix, as well as frosting, is packaged in special “Wicked”-themed boxes and features fun, amazifying recipes that combine two baking mixes for one darlingest treat that is sure to please everyone in the Land of Oz:

  • Fantabulous Brookie: Some things are just better together — like combining Betty Crocker Chocolate Chip Cookie Mix and Delights Supreme Triple Chunk Brownie Mix.
  • Thrillifying Cupcake: Defy gravity with Betty Crocker Super Moist Yellow Cake Mix and Fudge Brownie Mix.
  • Outstandiful Cookie Pie: Change yourself for good by mixing Betty Crocker Delights Super Moist Triple Chocolate Fudge Cake Mix and Rich & Creamy Vanilla Frosting.

Fans can find Betty Crocker “Wicked”-themed “mix-to-reveal” kits for Cookie Dough Pops and Cupcakes at retailers nationwide for a suggested retail price of $5.98. For more information about the new mixes and “Wicked”-themed products, visit www.BettyCrocker.com, or follow @BettyCrocker on Instagram and TikTok.

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