Couche-Tard, Seven & i Holdings end takeover talks
After nearly a year of back-and-forth negotiations Alimentation Couche-Tard (ACT) suddenly announced it is withdrawing its proposal to acquire Seven & i Holdings Co., Ltd. saying in a letter from its Board of Directors that the withdrawal is due to a lack of constructive engagement by Seven & i.
In August of 2024, Seven & i, parent company of the global 7-Eleven convenience store chain, announced it had received an offer from Laval, Quebec-based Couche-Tard, operator of the Circle K convenience store chain, to acquire all outstanding shares in what Couche-Tard said was a "friendly, non-binding" offer. Seven & i rejected the offer, and Couche-Tard raised its offer to US$47 billion, about 22 per cent higher than an offer of $38.6 billion it made in August.
Negotiations went back and forth between the two companies, with Couche-Tard offering at one point a plan to sell billions of its non-convenience store assets to Bain Capital and launch an initial public offering of its North American 7-Eleven business. Both companies later said they were looking into ways to find potential buyers for convenience stores that could be sold to satisfy U.S. antitrust regulators.
While Couche-Tard said it remained optimistic that a mutually beneficial deal could be reached that would benefit both company’s shareholders and that would overcome the regulatory hurdles, late last night, Couche-Tard announced that such a deal could not be reached.
READ: Couche-Tard CEO sees speedier timeline in potential deal for 7-Eleven owner
“As you know, earlier this year we submitted a proposal of ¥2,600 per ordinary share in cash, representing a 47.6% premium to your unaffected stock price,” the Board of Directors wrote. “We have, for some time, tried to engage with your Special Committee on this proposal through constructive, friendly discussions in which we have clearly demonstrated that our proposal is fully financed and that there is a clear path to gaining regulatory approvals. We have repeatedly sought a friendly dialogue with the Ito family but they have not been open to any conversation. We also stated that there may be an opportunity to enhance the economic terms of our proposal if we are afforded access to additional diligence information.”
While the two companies entered into a non-disclosure agreement as they settled down to review the financials of Seven & i, and to discuss the various regulatory issues raised about the proposed takeover, Couche-Tard’s Board claims in the letter that “there has been no sincere or constructive engagement from 7&i that would facilitate the advancement of any proposal, contrary to comments made publicly by 7&i representatives, including in the July 11, 2025 earnings call in which 7&i noted it is "seriously" considering our proposal. As discussed below in detail, the quantity and substance of the permitted due diligence, including at two tightly constrained management meetings, have been negligible.”
Seven & i responded to the ending of the discussions with its own letter. The company and its Special Committee of the Board of Directors wrote that it was disappointed by Couche-Tard’s decision, “and disagree with their numerous mischaracterizations” as to why talks ended.
“Since ACT initially made its proposal, there have been significant changes in the global economy, exchange rates, and financing markets.,” its said in its letter of response. “As ACT noted on its most recent earnings call, conditions in key markets have deteriorated since last year. The Special Committee consistently engaged in good faith and constructively with ACT to explore the possibility of reaching a deal that could be consummated and that would benefit our shareholders.
Seven & i added that was always honest about the antitrust hurdles such a large and complex transaction would face, “including the protracted timeframe to move through the regulatory process.”
Seven & i said it pursued all parallel paths to ensure that value for shareholders and other stakeholders is maximized and added: “We remain fully committed to our standalone value creation plan, which we have been pursing in parallel, and to unlocking the value of our businesses, including our North American convenience store business. Our plan is concrete and actionable. With the proceeds from the sale of our Superstore Business and an IPO of our North American convenience store business, we aim to return approximately JPY 2Tn to shareholders through share buybacks by the end of FY2030. We are also highly focused on moving quickly to improve key areas of our operations to enhance performance metrics over both the medium and longer term.”
