The parent company of 7-Eleven has pushed back against the reasons Alimentation Couche-Tard Inc. gave for why a takeover deal never materialized.
Couche-Tard said last week that it was ending a yearlong effort to buy Seven & i Holdings Co. Ltd., saying there had been no sincere or constructive engagement from the Japan-based company over a potential deal.
Seven & i's special board committee said Couche-Tard's claims were highly misleading as it rejected the characterization in a letter issued Tuesday.
"We consistently engaged in good faith, and we are disappointed that [Couche-Tard] has decided to walk away from these discussions. We are further disappointed that they have done so in a way that completely mischaracterizes both our engagement and the significant hurdles this transaction faced that they were not committed to resolving," the letter said.
It said that from the start, Couche-Tard didn't take competition concerns seriously, and didn't present a credible plan as to how those concerns would be addressed.
Given the scale of the two convenience store chains, Seven & i noted that regulators would likely require a "very significant divestiture" before approving a deal, but it said Couche-Tard was not able to provide a plan on who could be the buyer or how such a deal would work.
Couche-Tard said in its letter last week that it received multiple indications of interest from potential buyers of divested assets, but that Seven & i didn't provide the needed additional information to move those talks forward.
The Laval-based company also said in its letter that there was not only a lack of engagement, but also a "calculated campaign of obfuscation and delay" from Seven & i that reinforced its governance concerns.
Couche-Tard initially met with Seven & i on July 23, 2024, with the 7-Eleven owner making talks public in August. The company rejected Couche-Tard's initial offer reportedly worth about US$38.6 billion, leading Couche-Tard to submit a higher offer that media reports suggest was worth US$47 billion.
Soon after the second bid, Junro Ito, a member of the family that helped found the company, put forward a new management buyout proposal. But Seven & i resumed talks with Couche-Tard after the family-led effort failed to secure financing.
Even as talks resumed, Seven & i announced in March a plan to sell billions of dollars worth of its non-convenience store assets to Bain Capital and launch an initial public offering of its North American 7-Eleven business.
The two sides went back and forth with concerns about regulatory approval and a lack of engagement, until on July 16 Couche-Tard said it was ending its bid.
Seven & i said it did engage faithfully in the process, and held ten virtual meetings along with the two that Couche-Tard referenced. It said its governance was up to the task, and it was ready to go the distance to determine if a solution could be found.
The criticism, including on scripted meetings, demonstrates an unfortunate lack of knowledge of the Japanese market, the board said.
"To suggest that our management presentations were scripted is to misunderstand Japanese culture. Sometimes being different isn’t wrong or an act of resistance."
Seven and i said it was disappointed in Couche-Tard ending the process but that it wasn't surprised, pointing to both the regulatory hurdles, and the wider economic issues that have weighed on Couche-Tard.
"We understand and respect the operational, financial and market challenges their business is facing, and we recognize how financing markets have changed. But there is no need to blame Seven & i for that reality."
Couche-Tard's share price had gone from trading around $82 a year ago to about $69 before it announced an end to its deal efforts, which sent its share price up to about $77 to give the convenience store giant about a $73 billion market capitalization.
This report by The Canadian Press was first published July 23, 2025.
Companies in this story: (TSX:ATD)
Ian Bickis, The Canadian Press
