Mergers & Acquisitions

Couche-Tard CEO Denies Reports of Nondisclosure Agreement With Seven & i

Media reports say 7-Eleven parent confirmed signing NDA, but there has been no official announcement from the Tokyo-based convenience-store retailer
non-disclosure agreement NDA
Photograph: Shutterstock

Circle K parent Alimentation Couche-Tard Inc. President and CEO Alex Miller has denied media reports Wednesday that the Laval, Quebec, company has signed a nondisclosure agreement (NDA) with 7-Eleven parent Seven & i Holdings Co. Ltd., Tokyo. An NDA would allow the two global convenience-store retailers to advance discussions over possible divestitures to diffuse U.S. antitrust concerns arising from the Canadian retailer’s takeover effort. Seven & i has made no official announcement of an NDA.

Last August, Couche-Tard submitted a bid of $39 billion to acquire Seven & i, which rejected the proposal twice, saying it “undervalues” the company. Couche-Tard in October raised its offer to $47.2 billion. On Jan. 24, Couche-Tard submitted an revised, yen-denominated, nonbinding proposal at Seven & i’s request to confirm its “continued interest” in acquiring the company. It did not disclose the amount of this offer.

Seven & i has proposed an initial public offering (IPO) for 7-Eleven in the United States and options for potential divestitures to minimize antitrust issues.

Couche-Tard said it has held “exploratory discussions” with buyers for any U.S. stores that would need to be divested to secure regulatory approval for a potential acquisition.

During Couche-Tard’s third-quarter fiscal year 2025 earnings call on Wednesday, Miller said, “We have not signed a nondisclosure agreement with Seven & i. … We are working with Seven and i together around a marketing package of what a divestment would look like in the United States. That marketing program has begun. And there are NDAs being signed by potential buyers in that process.”

Last week, Seven & i said it has identified “2,000 or more overlapping stores that could be divested to a viable, credible and independent buyer in a manner that could be stood up to operate effectively on a go-forward basis and assure competition between the buyer and [Couche-Tard] post its acquisition of Seven & i.”

In a statement provided to to CSP Daily News, Couche-Tard said, “We have identified a potential divestiture portfolio of U.S. stores. In collaboration with Seven & i, and to provide further assurance, Couche-Tard is having exploratory discussions with third parties to identify potential acquirers.”

On the earnings call, Miller offered this perspective on a possible deal: “For many years, we have firmly believed that there is a unique strategic fit between Couche-Tard and Seven & i, and that we can achieve significantly more together than each of our companies can achieve individually, including accelerating the global growth of the iconic 7-Eleven brand and strengthening the Seven & i business in many parts of the world.”

“We also firmly believe that a combination provides an opportunity for shareholders and stakeholders of both companies to realize significant value,” he said. “We have reiterated several times over the past few months that we intend to be friendly and persistent in pursuing a transaction which we believe is in the best interest of all stakeholders. We have done that in the face of significant frustration and distraction. We look forward to fulsome engagement with Seven & i so that we can reach definitive terms and move forward with the transaction.”

He added, “Our focus remains on a friendly approach on engaging with Seven & i, highlighting the benefits that we see to both groups of shareholders and all stakeholders. Understanding and exposing Couche-Tard to the Japanese public—who we are, what we stand for, how we take care of communities and take care of people. That’s where our focus is.”

He concluded, “It is worth noting that while there has been extensive media coverage, internally, a very small team is involved in our efforts concerning Seven & i, as the vast majority of the business is laser focused on our global operations.”

During a press conference in Tokyo on March 13, Miller—along with Couche-Tard founder and chairman Alain Bouchard and CFO Filipe Da Silva—said Couche-Tard could increase its offer to acquire Seven & i, but only if the company engages in talks.

  • 7-Eleven is No. 1 on CSP’s 2024 Top 202 ranking of U.S. c-store chains by store count. Alimentation Couche-Tard is No. 2.

Seven & i, Tokyo, operates convenience stores, superstores, supermarkets, specialty stores, foodservices, financial services and IT services. Irving, Texas-based 7-Eleven Inc. operates, franchises or licenses more than 83,000 convenience stores in 19 countries and regions, including more than 13,000 7-Eleven convenience stores in the United States and Canada.

Alimentation Couche-Tard, Laval, Quebec, operates in 31 countries and territories, with more than 16,700 stores. Its network includes more than 7,100 stores in the United States, primarily under the Circle K banner.

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