Alimentation Couche-Tard has signed a nondisclosure agreement with Seven & i Holdings Co. Ltd., advancing takeover talks between the two convenience-store retailers that have been ongoing since August.
The NDA was signed to progress transaction discussions, facilitate due diligence and collaborate on plans to engage with regulators amid Circle K owner Couche-Tard’s attempt to acquire 7-Eleven owner Seven & i for $47.2 billion.
"We appreciate the Special Committee of Seven & i engaging in substantive discussions regarding our proposal and providing access to diligence. We look forward to working collaboratively with Seven & i in the interests of all stakeholders,” Alex Miller, Laval, Quebec-based Couche-Tard president and CEO, said in a statement Wednesday.
The NDA includes a standstill provision, which typically helps the target company, or in this case Tokyo-based Seven & i Holdings, to control the deal process and prevent a hostile bid for the company. Detailed terms of the standstill provision were not disclosed.
- 7-Eleven is No. 1 on CSP’s 2025 Top 40 Update to the 2024 Top 202 ranking of U.S. c-store chains by store count. Alimentation Couche-Tard is No. 2. Watch for the full 2025 Top 202 ranking in the June issue of CSP magazine and in CSP Daily News.
The agreement will now facilitate the sharing of information between Alimentation Couche-Tard and Seven & i that is in addition to the information that is already being provided to potential divestiture package buyers, Seven & i said in its Wednesday news release.
“The execution of the NDA is a positive step in the constructive engagement process with ACT. We remain committed to pursuing two parallel paths to ensure that value for shareholders and other stakeholders is maximized,” said Paul Yonamine, the chair of Seven & i Holdings Special Committee of the Board of Directors.
He said those two paths are:
- Working closely with Alimentation Couche-Tard to explore the possibility of a viable divestiture path to ensure that any potential sale transaction can be completed if agreed upon.
- A standalone plan, where well-defined management initiatives and having Stephen Hayes Dacus, currently chairman of the board and lead independent outside director, as CEO will be key to our success.
“Nothing has changed in that regard,” Yonamine said. “As we have said previously, we caution that it remains the case that it is critical for the [special committee] to assess if there is a path to a viable divestiture by identifying potential buyers and determining their ability to stand up a real, stand-alone business that will preserve competition and satisfy regulators. That work is ongoing. Unlocking significant value for shareholders and other stakeholders remains Seven & i's top priority.”
Seven & i 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 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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